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Agenda 09/15/2009 Item #16B12 Agenda Item No. 16812 September 15. 2009 i:Jage 1 of 89 EXECUTIVE SUMMARY Recommendation for the Board of County Commissioners to approve a new Agnement between McDonald Transit Associates, Inc. and Collier County, which specifies eertain performance and reporting terms and conditions for consolidated management for the Collier Area Transit Fixed Route and ParaTransit Systems. OBJECTIVE: To obtain approval from the Board of County Commissioners for a new Agreement with McDonald Transit Associates, Inc. (OContractorQ negotiating terms and conditions for the management of the Collier Area Transit Fixed Route and ParaTransit Systems. CONSIDERATIONS: On September 23, 2008, the Board approved an Amendment to the Agreement to allow the Contractor and the County an opportunity to mediate the rate of compensation for the two remaining fiscal years of the Agreement. On October 7, 2008, the parties successfully negotiated the rate of compensation for the remaining two years of the Agreement. Following mediation, the parties entered into a document memorializing the new terms identified as []\mendment to Agreement, 0 which is attached hereto as Exhibit 0\,0 On Friday, October 10, 2008, the County was notified that the Contractor!] corporate Board of Directors approved the Amendment to Agreement. The Board approved the Amendment to Agreement at the October 28, 2008, BCC meeting. The County and Contractor agreed to renegotiate the remammg terms (the remammg non- compensation terms not addressed in the Amendment to Agreement) of the Agreement to address any remaining issues discussed by the Contractor and the County during mediation that were unresolved. Most of those issues center on providing further clarification to desired performance standards and other areas of mutual interest. The attached agreement (Exhibit rn Q clarifies areas of responsibilities for all of the operational functions and modifies the liquidated damages so that they relate to true performance measures. Issues resolved included: · Training and Safety requirements · Reporting requirements · Grant Management . Customer Service · Performance Standard The new proposed Agreement is attached hereto for the BoardCS consideration. FISCAL IMP ACT: There is no fiscal impact associated with this action. LEGAL CONSIDERATIONS: This item has been reviewed and approved by the County Attorney's Office and is a legally sufficient, regular agenda item only requiring a majority vote for approvalO SR T ;;;;... Agenda Item No. 16812 September 15, 2009 Page 2 of 89 GROWTH MANAGEMENT IMPACT: This item does not impact or conflict with the Growth Management Plan, RECOMMENDATION: That the Board of County Commissioners approves the new Agreement and authorizes the Chairman to sign the Agreement on behalf of the Board. Prepared by: Michelle Edwards Arnold, Alternative Transportation Modes Director Attachments: 1) Amendment to Agreement; 2) New Agreement .l (.lIS'" 1 Vi .<.. Agenda Item No. 16812 September 15, 2009 F'age 3 of 89 COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS Item Number: 16812 Item Summary: Recommendation for the Board of County Commissioners to approve a new Agreement between McDonald Transit Associates, Inc. and Collier County, which specifies certain performance and reporting terms and conditions for consolidated management for the Collier Area Transit Fixed Route and Paratransit Systems, Meeting Date: 9/15/2009 9:00:00 AM Prepared By Alternative Transportation Modes Michelle Edwards Arnold Director Date Transportation Services Alternative Transportation Modes 8/26/200910:52:17 AM Approved By Alternative Transportation Modes Michelle Edwards Arnold Director Date Transportation Services Alternative Transportation Modes 8/26/200910:56 AM Approved By Glama Carter Operations Analyst Date Transportation Services Transportation Administration 8/26/200910:58 AM Approved By Barbara LaPierre Management/Budget Analyst Date Transportation Services Traffic Operations 8/26/2009 2:35 PM Approved By Therese Stanley Grants Coordinator Date Transportation Transportation Administration 8/28/200910:53 AM Approved By Norm E. Feder, AICP Transportation Division Administrator Date Transportation Services Transportation Services Admin. 8/28/2009 1 :57 PM Approved By Scott R. Teach Assistant County Attorney Date County Attorney County Attorney Office 9/3/2009 2:26 PM Approved By Jeff Klatzkow County Attorney Date County Attorney County Attorney Office 9/3/2009 2:48 PM Approved By Pat Lehnhard Executive Secretary Date ~l__lIn.\" __a_l_'T'__~\1' .\ .., "'" A ,('"'1 1 UIS'" .<.. Vi .<.. Agenda Item i'Jo, 16812 September 15, 2009 , Page 4 of 89 Transportation Services Transportation Services Admin 9/3/20094:09 PM Approved By Mark Isackson Budget Analyst Date County Manager's Office Office of Management & Budget 9/3/20095:30 PM Approved By Leo E. Ochs, Jr. Board of County Commissioners Deputy County Manager Date County Manager's Office 9/4/2009 11 :05 AM .cl_.II~_\ A ~ ___ _1_" ,\T"" .. 'I ..... AI " Fron:HcDonald Transit 8172329560 10/10/2008 18' {tgendaJH:'.rl3 ~~oQO~~d04 , . SepfeTrltl'eF 1~, ~U9 l:::lage- 5Df '8"9----: tj..OtP The undersigned parties hereto do agree to amend their agreement of September 27, ~ subject to the approval of me Collier County Board of Commissioners as follows: . Paragraph 3. Compensation., shall be amended by adding to 3.1: The management fee shall be $98.392 for FY 2009 (10/01/08 - 09/30/09) and $] 00,360 for FY 20] 0 (I 0/01109 - 09/30/10) and the foHowing to 3.2: Said expenses shall not exceed $50.000 in either of the above fiscal years. If contractor can deliver the same quaUty and quantity of service for less than $50,000 during one or both of these fiscal years, contractor shall receive a payment of 50% of that savings. The Revenue Hour Rate for FY 2009 shall be $46.98 and for FY 2010 it shall be $48.39. A.\1ENDMENT TO AGREEMENT · Paragraph 3.3 shall be amended to state that fixed profit described therein shall be $85.000 for FY 2009 and $90,000 for FY 20) O. · The grants management function shall be performed by the County and the Contractor will provide timely and complete response to aU reasonable requests for data and information. · Contractor will appoint a new manager on site to oversee the performance of this agreement on or before approval of the amendment to agreement by.the Collier County Board of Commissioners. · The parties mutually release each other from all claims either may have against the other known before 10/01/08. · The parties will, within sixty (60) days negotiate a more comprehensive and detailed new agreement for FY 2009 and FY 2010. Such contract amendment shall seek to balance any new requirements on the Contractor \'lith comparable reductions in current contract requirements to maintain a general balance in costs and proceeds versus services rendered. Further, the contract amendment shall seek to more fully clarify roles and responsibilities and the nature. format, and frequency of data and reports. · For the Paratransit System the Administrative Fee for FY 2009 and FY 2010 will be 3% higher than its FY 2008 fee or $397,638 annually. Additionally, the Contractor will be provided a maximum of $150.000 to cover both profit and expenditures to include telephones and verification, pbysical exams, travel and training, and salary expenses for Service Team Members. The annual maximum $150,000 shall be equally divided into 1 Frorn:HcDonald Transit 8172329560 10/1012008 16: l~gendaJw..73 ~SOO~~,f4 SeofEfMBeF I::>, 'WIT'J- '- .-PagEd3 of-&9--. -----I the twelve months for purposes of invoicing. Invoices for expenditures shall include required backup documentation and the balance remaining on the monthly allotment shall become profit up to the montWy portion of the annual $150,000 maximum. · One Hundred and twenty days prior to September 30,2009, the Contractor may terminate this Agreement by written notice to the County. Any such notice to terminate this Agreement shall be given by certified mail, return receipt requested. and shaJl be effective 120 days from the date ofrcccipt as noted on the return receipt. · This Agreement is subj eet to the approval of the McDonald Transit Associates. me. Board of Directors by close of business at 5:00 p.m. Eastern Standard Time on Friday, October 10, 2008. McDONALD TRANSIT ASSOCIATES, rnc.~ By: T. Babbitt, resi cnt By: er, Transponation Administrator ~/I-- p )~ By: Scott R. Teach, Deputy County Attorney Dated: October 7, 2008 08'~-OOO9412856 2 Agenda Item ~~o. 16812 September 15, 2009 Page 7 of 89 AGREEME~T TIllS AGREE!\'IENT ("Agre~ment") is made and entered into lhis day of 2009. hy and between \'1CDONALD TRANSIT ASSOCIATES. 1!\C.. whose address is .3.800 Sandshell Drive. Suite 75. Fort \\'orth. Texas 76137 (hereinafter referred to as the "Contracwi'), and THE BOARD OF COUNTY COJ'vP"fISSIONERS OF COLLIER COUNTY. FLORIDA AS THE GOVER.'\!ING BODY OF COLLIER COU!'\TY (hereinal1er referred to as the "County"). WIT1\ESSETH: 1. TERl\lS AND RENEWAL. This Agn.>ement shall commence , 2009. and will be in effect fur one year. terminating _______. ::W 1 O. 'lllC Coumy has the tight to renew this contract. with the consent of Contractor. under the same temlS and conditions ftlf one additional vear. The Counh' shall dve 11w Contractor written notice of the County'S intention to .- ., -. ~ renew the Agreement term not less than 60 days prior to the end of the tcnn. In liell of renewal. the County Manager. or his designee. may. at his discretion. extend the Agreement under all of the tenus and conditions contained in this Agreement for up to 79 JayS. The Count)' !vlanager. or his designee. shall give the Contractor \\Tiw.:.'n notice of County' s intention to extend the Agreement tenn not less than 30 days prior to the end of the term. 2. DUTIES. Except as set forth below, the panies' respective duties are described In Attachments 1 and 2. 3. C01\.1PENSA TION. The County shall pay the ContrJctor for the performance of this Agreement: 3.1 A ;\fullagemcnl Fee. This fee includes all cost and expenses associated with the salary and related cost of lhe C>pt:rations Gem.'ral \1anager. intcn:st on \\\lrking capital. corporate staff travel. and overhead. In addition. this m:.magcment fee includes the cost of expert management consultation and advisory assistance in all areas of the public bus transportatinn industry as may he' rC3.sonub!y required to assist the Operations General !\1anJ.gcr and Collier Area Transit (CAr) in the day-to-day opcmtions of the system. The nxed route bus s~r\'ice l11anHgemi:nt fce shall he S9S.392 for FY 2009 (lO/()1/08-09/JO/OQ) and $100.360 for FY 20lO (IOOl (09 - 09'30/10). Additionally. the Contractor \vill be prO\ided a IlHLximum of $50.000 fl.lr expenses. If the COIl!lractor ~an ddivcr the same quality and quantity of service fl.)r h:ss than $50,000 during one or both fiscal years. the Contractor shall r('l'ci\'(..' a payment "f .5fr:~'O of the savings. Reimbursable cxptnses under this Agrcl.:ment are as sf"'C] lied on Attachment 3. In\'Oices for thos.e expenses shall inc:lude required back-up documentation for payml.:nt in .a form acceptable to the County. For the paraTransil system. the Administrmi\'e Fee for FY 2009 and FY 2010 will be three percent (31l'(J) higher than its F'l:' 2008 fee or $397.6]8 annually. Additionally, the Contractor will he providcd a maximum of S 150.000 to co\'.....r profit and expenses as specified on Attachment 3. '111e annual maximum $150.000 shall be equally di\'idcd into the 12 months for purposes of imtlidng. Im'oices for .....xp::nJiturcs shall include required back-up documentation and the halunce remaining on the monthly allotmcnt shaH become profit up to the monthly ponion of the :mnual S IS0.000 maximum. ,CI,genda Item r\Jo. 16B 12 September 15. 2009 Pag"'- 8 of 89 3.1 All other costs and expenses approved by the County for the operation or the - public transit system, including Collier Area Transit (CAT) fixed route services and its paraTransit program, known as Collier Area paraTransit (CAP), \'1'ill be reimbursed to the Contractor by the County upon proper documentation of expenses incurred provided. Said expenses shall not exceed S50.000 in either of the above fiscal years (FY 2009 cmd FY 20 10). If Contractor can deliver the same quality and quantity of service for less than $50,000 during one or hoth of these fiscal years. Contractor shall receive a pay1nent of 50~'O of that savings. Expenses shall include everything not provided for with the fixed fee. The Revenue Hour Rate for FY 2009 shall he $46.98 and for FY 2010 it shall he $48.39. 3.3 The estimated costs for the contract, are hased upon the total route revenue hours apprO\ed by the County multiplied by the fixed revenue hour rate, plus paraTransit services. Fixed profit for FY 2009 shall be $85,000 G:1d for FY 2010 it shall be $90,000. It is expected that the revenue rate hours may change over the course of the Agreement, and that the Contractor's compensation will be based upon the cost of additional revenue hours approved by the County_ Payment shall be made to the Contractor promptly upon receipt of a proper invoice and in compliance \\ith Section 218.70 F.S., othenvise known as the "Local Govcmment Prompt Payment Act.-' A Sy110psis of the costs and expenses included as part of the fixed revenue hour rates for both the CAT fixed route service and the paraTransit service ~md those expenses reimbursable by the County is provided on /\ttachmcnt 3. 4. TERMINATION. The \1cDonald Transit Operations General Manager shall report to and be responsive to the Collier County /~Jternative Transportation Modes (A TM) Director. The :'\ Hvl Director will be responsible fc)r e\alu3ting the Contractor's performance. One hundred and tv,'enty (120) days prior to September 30. 2009. the Contractor may terminate this A.greement by ynitten notice to the County. Any su::h 11utice to terminate this Agreement shall be given by certified mail, return re:.:eipt requested, and shall be effccti\e 120 days from the date of receipt as noted on the retum receipt. 1f111e Contractor does not terminate this Agreement at that time, then the Contractor is obligated to continue to p]"(\vide the services described in this Agreement through September 30.20 I O. The County may terminate this AbTfeement at any time upon 60 days vvritten notice to the Contractor. Any such notice to terminate this Agree'ment shall be given by ceJtified mail, return receipt requested, and shall be effecti\\;; 60 days from the cbtc of receipt as noted on the return receipt. A written request by the County to ,he Contrae+or to increase or decrease the level of fixed route sen'ice shall not be c(lnst;'ued as a partial termination of this Agreement. 5. ASSIGNMENT :\ND SLTBCONTRACTING. No pOlticl1, of the requested sen;ices may be assigned or subcontracted \yitnout the prior written pcm1ission of the County. The County may grant or withhold its consent in its sole and absolute discretion. As to any assigned subcontractor(s) apprO\'ed by the County and providing sen'ices on behalf of the Contractor, the Cont'actor shall include in its contract with such subcontractor(s) all clauses mandated by the Federal Government. Any Federal funds used to pay for goods or services on a contract greater than S 100,000.00 requires the addition of sc.!':::h third party clauses. Reference on this matter is ITJade to the Federal Transit Administration Best Prac~iCf:s Procurement \1anual, /\ppendix A, as "monru'od As +11e ex.....o....t.o"nc:u1+c'rlt '1,.~ C("1'-"C",- C:~1Clj'I h" I'~"'suln('d to 11"\'P sD"c;alizpd 0i. ~....... - ___N. -"....L l... "lJl,.,.'l ,",1...1J.~,j loa ~ l.ll....... .'1 II u l,---i ~.....I,.,. '_ '"' .)1......__ __ ... '-'- _ r __ .I. _ knoyvledge as to which clauses arc required in its subcontracts and to take all required action incident to Federal Tr~msit AdrninistL,tL'l1 rCIX1!1ir:.g r~'quircrnents effe(.~tive October 1,2009. ') Agenda Iterr No. 16812 September 15, 2009 Fage 9 of 89 6. OPERATING REVENUES. All operating revenues collected by the Contractor are the property of the County, including but not limited to farcbox receipts, ticket and pass sales revenue, and advertising revenues. Revenues shall be deposited in the appropriate County account weekdays by 5:00 p.m. in accordance with the procedures mutually af,'Teed to by the County and the Contractor. In instances where the courier employed to pick up and deliver deposits arrives after 5:00 p.m., deposits shall be made as soon thereafter as possible. 7. MEETINGS. Upon request of the County, the Contractor shall, at its own expense, attend citizens' meetings to provide information concerning the transit system. At a minimum, the Operations General Manager, representing the Contractor, and the County A TM Di rector, representing the County, shall meet bi-weekly to discuss fixed route and paraTransit services. The A TM Director will develop the bi-weekly meeting agenda and may periodically request specific information regarding administration, management, and current or planned services and budgets. In addition to the bi-weekly meetings, a monthly meeting will be scheduled with the Operations General Manager, the Superintendent of Fixed Route Operations, the Superint,endent of Para Transit Operations, the Service Info. /Performance Reporting Manager, the A TM Director, and other County staff. The monthly meeting schedule and agenda shall be determined based upon upcoming deadlines and reporting activities. The Operations General Manager shall be responsible for developing the agenda with input from the A TM Director. 8. ADVERTISING. The Contractor shall work cooperatively with the A TM Director to identify a cohesive and strategic marketing and advertising campaign to increase ridership and/or adveliising revenues. Specifically, the Operations General Manager will recommend alternatives for new interior and/or extelior advertising on revenue vehicles, as appropriate. Any revenue received from advertising on buses shall be paid to the County. The contractor will conduct monthly meetings with key employers and other transit partners to identify employer transit pass programs, fixed route service needs, and desirable transit amenities. The County will attend the monthly meetings for briefings and oversight. The Contractor will work with the County on developing a plan for the sale of pre-paid fare media at other locations within the community. Additionally, the Contractor will be responsible for identifying shelter advertising strategies consistent with local community regulations regarding signage and advertising. The Contractor shall be responsible for the installation of advertising and collection of revenue from the advertiser. This revenue must be documented and deposited in the County bank account within two working days. There shall be no interior or exterior advertising on or in buses, transit shelters, benches, or other transit amenities without prior wlitten authOlization by the County of the form advertising. 9. THE COUNTY AND CONTRACTOR-SUPPLIED PROPERTY. Title to capital items provided by the County shall remain with the County and records of all purchases \vill be documented through the County's Asset Management System. The Contractor shall be n:~quired to notify the County Purchasing Department of the intent to purchase equipment, items, or services, and maintain such, utilizing the manufacturers' recommended maintenance standards, at a minimum. In instances where the manufacturer's standards are not available, the Contractor will utilize those standards provided by the County. Furthermore, the Contractor shall maintain adequate property control records of all County-furnished property in accordance with sound industry practice and provide monthly copies of these records to the A TM Director for review and approval by the County. Contractor shall also strictly adhere to the Federal property management requirements mandated by Title 49 CFR ~ 18.32. The County shall have the option, upon the expiration or tennination of the Agreement, to purchase all or any part of software or equipment not already purchased by the County and used by the Contractor in the 3 ,';genda Item No, 16812 Septernber 15, 2009 Paae 10 of .39 perfonnance of the work specified in the Ab'Teement, at a price equal to that pOliion of the original cost of the soft\vare or equipment which has not yet been amortized as of the date the Agreement expires or is terminated. AmOliization shall he deemed to be in accordance with generally accepted accounting principles. 10. INSURANCE. The Contractor shall provide insurance as follows: 10, J Minimum Limits of Insurance The Contractor shall maintain limits no less than: a. Commercial General Liability (Occun-ence Form) patterned after the cun-ent L.S.O. form with no limiting endorsements, excluding Garage Liability: $5,000,000 combined single limit per occurrence for bodily injury, personal injury, and property damage. b. Vehicle/ Automobile Liability (Owned/non-owned/hired): $5,000,000 combined single limit per accident for bodily injury. personal injury and property damage including passenger liability. c. Umbrella Liability: S 1 0,000,000 per occun-ence for bodily lI1Jury personal injury, and property damage in excess of limits required above. d. Workers' Compensation and Employers' Liability: Workers' Compensation limits as required by the Statutory Limits of Florida Statutes Chapter 440 and all Federal Government Statutory Limits and Requirements. e. All Risk Fire and Extended Coverage for full replacement cost on all equipment, tools, supplies, and contents used by the Contractor in the perfonnance of services under the Contract. The County provides Risk Fire and Extended coverage for the County owned real property and accompanying County o\vned contents like furniture, etc. Any specialized equipment, tools and the like owned and used on site by McDonald Transit, Inc. is not covered under the County's program. f. Vehicle/Automobile Physical Damage coverage, including Collision coverage and Comprehensive coverage, each equal to the depreciated value of all vehicles, including the buses, and non-revenue vehicles operated by Contractor. The Contractor shall be responsible for all damages falling below the deductible. No blanket or per location limit should apply to this coverage under $10,000,000. The County will be included as a Loss Payee in this coverage. g. fidelity Bonds insuring against theft, fraud or misappropriation of funds or other misuse of money in such amounts as the County shall request. The County shall be named as an Additional Insured as their interest may appear. A letter of credit may be requested in lieu of or in addition to a Fidelity Bond to secure the Bond deductible depending upon its size. h. Employment Practice Liability: $1,000,000 each occunence and aggregate. i. Performance Bond: It is hereby made a part of this Agreement that the Performance Bond requirement is \vaived. 4 Agenda Item No. 16B 12 September 15, 2009 Page 11 of 89 A copy of the insurance coverage requirements is also attached hereto as Attachment 4, Risk Management. 10.2 Deductibl.~~and Self-Insured Retention Any deductibles or self-insured retentions must be declared to and approved by the County. At the option of the County, either, the insurer shall reduce or eliminate such deductibles or self-insured retentions in regard to the deductibles or self-insured retention's as respects the County, their officials, agents, employees, and volunteers; or the County shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. 10.3 Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability, Automobile Liability. and Umbrella Liabilitv Coverage a. The County, their officials, agents, employees, and volunteers are coveTed as insured's as respects liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or vehicles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the County, their officials, agents, employees, and volunteers. b. The Contractor's insurance coverage shall be primary insurance as respects to the County, their officials, agents, employees, and volunteers. Any insurance or self- insurance maintained by the County, their officials, agents, employees, and volunteers shall be in excess of the Contractor's insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the County, and its officers, officials, employees and volunteers. d. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Workers' Compensation and Emplovers' Liabilitv Coverag:e The insurer shall agree to waive all rights of subrogation against the County, and its officers, officials, employees and volunteers for losses arising from work perfnrmed by the Contractor for the County. 3. All Coverage Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the County or ten (10) days for non-payment. 5 4. L\ct:eptahilit\' or Insurers /l.oenda Item i'Jo 16B 12 ~ '3eotember 15, 2009 , Paop 12 of 89 ~~ Insurance is II) he placed \\jth insurers \\ilh a Besl's rating orno less than a VII or with an insurer aCl'cplahle to the C\lunty. {'he Contractor also agn'cs that upon the Coumy.s request it will pnJ\ide a current financial st~lh.'n1\:.nt of it:; insurer within ten (l 0) days. Current. \'alid insurance polil'ics meeting the n:quircment herein idcntiiied shall be maintained by the Contractor during the duration of lhis Agreement. Rcncv,al certificates shall be sent to the County 30 days prior to any expiration clale. There shall be a 30-day notification to the Cotlnt)' in the ('\l'nt of c:mcdlation or modifil'ation of any stipulated insurunce coverage. 1 VA Verificmion of CP\(''r3QC The Contractor sh.edl fumish the County with ccnificatcs of insurance and \\-ith original endorsements dlccling co\crage required by this clause. The cenificates and endorsements for ca<.:h insurance policy are to he signed DY :l person authorized hy that insurer to bind co\'ef3ge on its hchalf. -rllt.' pplicies, cr.:.'nitieat(:s ~md el1cl~lrSemems are to he ill a f~lml acccptahle 10 the COUlllY and arc to he recei\(:d ;md JpprO\cd hy the Coum)' 30 days aner award or commencement {if :my transition aCli\'ity. whiche\'cr is earlier. The Contractor is to commence no actl\i:)' wilh rr..:gard to pcr!tlITl1al1l:e (If the Agret:mcnl until the required insur~nce is ohtained. The Contractor shall pro, ide complde. certified copies of all required insurance policies to the County. 10.5 Suhcontrac!O:'s Tht: Comraclor shall include all subcontractt1rs ~lS insured's under its po!ici-:s or shall furnis.h g,.'paratc' cc.:nijicates and cndor;;cl11t.'nts r(lf ::acb sulK:ontractof, All co\cragC' ((If surCmllral..'[t1rs sbaH he ~;uh.jt:C[ [0 al! rcquirclilcrHs st~llt'd herein. L'xcept r~raTr:l!1!:,jt sunC(lntraclors \\dl he subject Tn :\utonlObilc Liahility of S 1.000.000. in Attachment~_ 10.6 :\dJitional Insur..'d R~lirel11C111S The County shall be [iSlc.:-J as the C..'nili.:ak IlolJ::r and includ,,:d 4\:; an Additional lnsun:d lm the Compreh",nsin:' (;::n'':[;'11 I.i;'lbiJity Plllii.:Y. to.7 CcnitiL":1It.' i!(,i...!cr :md RC(lllin:mcnts Collier C,'tmt) BoarJllf Cpunt) C()mm!Ss.lLll1CrS shaH he n:,ullcd as the CL'nilicatl.:' Holder. NOTE: The "Certilii..'utc f hlJJcr" should n:ad as roilows; (\~llli(;'r County Board or COLIn!) Com m lssi(lnl,;rs :;:;01 East Tami:J.mi Trail Naples. FL _~-+ 111 The Certiiicatl? must Slate the Contr:Ki \:umbl.'r Jnd Title. 10.8 Can(.:l.:lbti~~J) j\;(,tin: Rl.:quiI.~'n1SJ).1 Thiny CW) Days Cancellation ~I.,tic(.; is rcquin.:d. b Claims Information and Loss Run Agenda Item No, 16812 September 15, 2009 Page 13 of 89 The Contractor shall make available to the County, through its records or the records of their insurer, information regarding a specific claim. Any loss run inforrnation avajiable from the Contractor, or their insurer, will be made available to the County upon their request. 11. IMMIGRATION LAW COMPLIANCE. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immib'Tation Refonn and Control Act of 1986 as located at 8 U.S.c. 1324, et. seq., and regulations relating thereto, as either may be amended. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally ternlinate this agreement immediately. 12. INDEMNIFICATION. To the maximum extent pernlitted by Florida law, the Contractor/ Vendor/ Consultant shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor/ Vendor/Consultant or anyone employed or utilized by the ContractorNendor/Consultant in the perfOlmance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of the County. 13. AMENDMENT AND NOTICES. Except as otherwise provided herein, this Agreement shall only be amended by mutual written consent of the paJiies hereto or by their successors in interest. In the event State or federal laws are enacted after the execution of this Agreement which are applicable to and preclude in whole or in pmi the paJiies' compliance with the telms of this Agreement, then in such event this Agreement shall be modified or revoked as is necessary to comply with such laws, in a manner which best reflects the intent of this Agreement. All notices and other communications required or pennitted hereunder shall be in writing and shall be sent by Certified Mail, return receipt quested, or by a nationally recognized overnight delivery service, and addressed as follows: McDonald Transit Associates, Inc. 3800 Sandshell Drive Suite 75 Fort Worth, Texas 76137 All Notices from the Contractor to the County shall be deemed duly served if mailed or certified mail to the County to: Collier County Government Center Purchasing Department - Purchasing Building 3301 Tamiami Trail, East Naples, Florida 34112 Collier County A TM Director 2885 Horseshoe Drive South Naples, FL 34104 7 .L\;;enda item i.lo. 16B12 September 15, 2009 . Page 14 of <39 The Contractor and County may change the above mailing address at any tune upon giving the other party written notification. ] 4. LEGAL RELATIONSHIP. The Contractor is an independent contractor, and is not the legal representative or agent of the County. The Contractor and County have a business relationship based entirely on and circumscribed by this Agreement. No partnership, joint venture, agency, fiduciary, or employment relationship is intended or created by reason of this Agreement. The Contractor \vill exercise full and complete control over and have full responsibility for its contracts, daily opcrations, labor relations, employment practices and policies, including but not limited to the recruitment, selection, hiring, disciplining, firing, compensation, work rules and schedules of its employees. 15. LAWS AND PERMITS. Any and all services, materials and equipment shall comply fully with all Local, State and Federal laws and regulations. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the \\'ork shall be obtained by Contractor. Payment for all such pern1its issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the work shall be procured and paid for by the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all lavls governing the responsibility of an employer \vith respect to persons it employs, and agrees that there shall be no disclimination as to race, sex, color, or national origin. 16. NO IMPROPER USE. The Contractor will not use, nor suffer, nor pern1it any person to use in any manner whatsoever, County vehicles, equipment. or facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, State, county or municipal ordinance, rule, order or regulation. or of any governmental rule or regulation now in effect or hereafter enacted or adopted. Additionally, the Contractor shall properly secure and safeguard the County's physical premises on \\hich the Contractor conducts business; including but not limited to making certain that all doors and windows of the business are locked and secured during non-business hours. In the event of any such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable, improper, and/or inapposite to those conditions, the County shall have the right to suspend this Agreement. Should the Contractor fail to resolve any such violation, conduct, or practice to the satisfaction of the County within twenty-four (.::4) hours after receiving notice of such violation, conduct, or practice, such suspension to the Agreement will continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been con-ected to the satisfaction of the County. 17. DISPUTE RESOLUTION. This Agreement shall be deemed to be made in Collier County, Florida, and shall be governed by the laws of the State of Florida. In the event of a dispute under this Agreement. the parties shall first use the County's then-current Alternative Dispute Resolution Procedure. Following the conclusion of this procedure, either party may file an action for appropriate relief in the Circuit Court of Collier County, said Court being the sole agreed upon venue with respect to any action <uising from this Agreement. ~ Agenda Iterr No, 16812 September 15, 2009 Page 15 of 89 18, COMPONENT PARTS OF THIS CONTR..>\CT. This Agreement consists of the aU3chcd component parts, all of which are as fully Ii part of the Agreement as if herein set out verbatim, 19. SUBJECT TO APPROPRIATION. This Agreement is subject to appropriation by the Board of Count)' Commissioners. 20. RECORDING. The Contractor shall execute tlle Agreement firs! nnd it shan be recorded by the County in the Official Records of Collier County. Florida. within fourteen (14) days after the County executes the Agreement. The Contractor shall pay all CQsts of recording this Agreement The CounlY shall provJde a copy of the recorded document to the Contmctor upon receipt of the recorded document. fN WITNESS \\"HEREOF. tJ1C pM1ies hereto have caused this Agreement to be executed by their appropriate officials. as of the date fir:;:t above written. Attest: DWIGHT E, BROCK. Clerk BOARD OF COUNTY COMMISSIONERS COLLLER COL""NTY, FLORIDA By: By:" DONNA FIALA. CHAIR.MAN r j,~'l~IAj) ':~:/f'''' Witi<;ss f \ .., !{Jlcn L.J:ifiLS~'t-lctarvrrrql.smer Tr;:l' /prrr! \A'I:m':'j, name ( r \ , " I " J. \ j) QjJ' " " "~' ".. _../ .., 1 I l(, -j';;--C", r -c~~~ lJlj) J r J \\ \..-.-~".~, l..--r'~,,,, "'. .-\ ~ ;l.~'. """" , :,>('c(1rHl i,\ Itne:,,;:;-, , MCDONALD TRANSIT ASSOCLA. TES. INC.. Contractor By: .. By: RQ.belJ T Babbitt Pr~sjdent Typed Signature and Title Rita Farrell, A VP.ManaQcment Services Type/print \.vitness name i\pproved as- to form ,d legal sufficiency: _~'G~, Scott R Teach. Deputy CQumy Attorney 9 !>,oenda Item No 16812 ~ September i 5. 2009 Page 16 of 89 A, TTACHMENTl CO(1!\TY DCTIES COUNTY DUTIES AND RESPONSIBILITIES The County has the following responsibilities and pertc)]ms the following duties with respect to the fixed route and paraTransit services. To the extent reasonable and feasible, the Contractor shall assist the County in this regard. System Plannin!! and Administration The County will be responsible for the preparation. submittal and administration of all federaL state, and local f,'Tants associated with the operation of the fixed route bus service and demand responsive paraTransit. The Contractor shall assist in providing the County with necessary infom1ation to process f,'Tant requests. The failure to timely pro\'ide complete responses to reasonable requests for data and information will amount to "cause" as used in Section Four of this Agreement. Fi!EIll C i al The County shall reimburse. on a monthly basis, all costs for the approved budget tllr fixed route services and para Transit services promptly, The County shall offer their advice and consent on the selection of any insurance policy and any subcontractor who proyides trips to the customers. The County shall establish a payment account unique to the paraTransit suhcontracts. Payment for services are specified in ScctiCl!1 3 - Comp~nsation. Operations and 1\12inte112nce Facilit,v' The County provides the operations maintenance facility and maintenance for County-owned CA T fixed route and County-owned CAP de;nand respollse vehicles. The County is responsible fc)r all utilities and maintenance costs for these facilities. /\ County telephone account shall be set-up D.Jf the CAT telephone number so that all notices and coordination regarding service interruptions can be managed by County st~,!f. V chicles and Eqyimnent The County will provide to the Contractor the number and type of vchicles set forth in Exhibit "A" fOf both CAT fixed route and CAP demand response vchicles, The County's Fleet Management Department \vill perform a prc- Lind pcst- delivery inspection on all newly purchased fixed route vehicles. Based upun County-idemified \ehic1e replacement needs, the County may repair, replace. or add to the \:::hicles identified in Exhibit "A," The Contractor must provide any additional paraTnmsit \ehic1es as necessary and may do so through subcontracts. The County will establish an appropriate \'chicle spare ratio for fixed route bus service and paraTransit service. The ParaTransit Fleet v,"il! be evaluated on an annual basis. Currently tbe ser\'ice is projected to average 500 trips per day utilizing 15 \dlicJes ;,end 5 spares tClr mechanical breakdowns and preventative maintenance. Therell.re. up to 20 vehicles are provided. insured and fueled by the County. The service will u~c ~U1 :l\crage (If 15 ',"ehicks in cbily operations. If ZFcrag,e daily trips ]0 Agenda Item No, 16812 September 15, 2009 h h. d 'd' '11 b' . . h fl t Pag~1. 7 of 89 exceed 550 for a tree mont peno , conSI eratlOn WI e gIven to mcreasmg t e ee SIze. the County and the Contractor agree to review the fleet size and availability of subcontractor vehicles to handle increased demand that cannot be serviced by the fixed route service (CAT). Should additional vehicles be required and not available from subcontractors, the County may allow use of more than an average of 15 vehicles in daily operations or, when deemed necessary by the County, may provide an additional vehicle(s) for service peak. Such a decision will require additional funding from the County and therefore, an amendment to the Agreement subject to the County's approval. Computers The Contractor may require additional computer equipment and/or software to provide services. If so, the County will purchase and/or supply reasonably necessary computer equipment and/or software for the Contractor. The County shall procure, with advice and input from the Contractor, scheduling software updates. The ownership of the software shall remain with the County. E!le1 and Maintenance Costs The County shall provide fuel and maintenance products or services needed for all County- owned vehicles. The County will outline all operating, administrative, and accounting procedures that the Contractor must follow in connection with fueling operations and maintenance procedures. The County will reimburse the Contractor for the reasonable cost of fuel in isolated cases in which it is not feasible to supply fuel at a County facility for all County-owned vehicles used in providing CA T fixed route and CAP demand response services. Schedules. Passes, Tickets, Tokens The County shall prepare, print, and provide all schedules, passes, tickets, tokens, and like materials required by CAT fixed route and CAP demand response operations. The Contractor shall distribute and disseminate such materials in accordance with the procedures mutually agreed to by the County and the Contractor and any directions supplemental thereto provided by the County. Radio Communication Svstems The County will provide radios on all County-owned fixed route vehicles, County-owned paraTransit vehicles, and County-owned supervisory vehicles. The County will be responsible for providing and maintaining the radio communications system. The County will be financially responsible for the cost of the radio license, all radio equipment, and equipment installation. The Contractor must idcntify and provide additional radio equipment for any Contractor-owned Supervisor vehicles, Contractor-owned paraTransit fleet vehicles, and other Contractor-owned vehicles or other equipment. Fareboxes/Destination Signs At, minimum, the County will provide a manual farebox collection system on the fixed route bus fleet and the necessary equipment (vault, any coin-counting machines, etc. at its administrative/ dispatch office) to safely and securely store the contents of all fareboxes over night, if required. The County may upgrade the farebox collection system with the availability of funding. The 11 /~,qenda Item ~,Jo, 16812 ~qpnjp'T'bi"r 1 5 ?O'(\9 -'"'-'l-'''-'-''!!; '..... I ,"- 'J . . . -. .' , . ,PaGe 18 of 89 Contractor IS responsIble for Identlfymg and alenmg the County to any addItIOnal equIpment that - may be required. The County \\'ill provide the destination signs for the buses. Bus Stoo Improvements The County \vill purchase. install, and repair (i,e.. painting. replacing components, etc.) all signs. posts, benches. shelters, and trash receptacles for C;\ T fixed route and CAP bus stops and facilities. The Contractor is responsible for daily removing the trash from all receptacles installed by the County and for pressure washing the shelters as n(~eded. NotifIcation - Potential Interference with Onerations The County shall make a reasonable effort to notify the Contractor in advance of any road closures, detours, parades, or other such events under County jurisdiction, which may interfere with CAT fixed route and CAP operations or require deviations from established routes or schedules. At the monthly management meetings. the County will provide the Contractor with a list road closures. detours. parades. or other such c\ ents under County jurisdiction as well as a list of meetings, \vebsites, and contacts \\nere additional information regarding construction projects may be obtained. 12 A TT ACHMENT 2 CONTRACTOR DUTIES Agenda Item No. 16812 September 15, 2009 Page 19 of 89 CONTRACTOR DUTIES AND RESPONSIBILITIES The Contractor shall perfonn the duties and accept the responsibilities set forth below in connection with the operation, maintenance, and administration of tixed route CAT fixed route and CAP demand response systems. Operations The Contractor shall provide the necessary administration, planning, operation, mainte:nance oversight, and management duties and responsibilities for the operation of fixed route, paraTransit, special event, and other services as specified by the County. The Contractor shall assist and cooperate with the County in meeting the objectives of providing quality transportation services. The Contractor shall perfoml close liaison activities, coordinate, and cooperation with the County on matters rclated to operations, monitoring, reporting and service perfonnance mcasurements, as stated in the reporting section and consistent with procedures mutually agreed upon by thc County and the Contractor. All reports are due by the 15th day of each month, unless otherwise specified in this Agreement. The fonnat and content of the monthly and annual reports will be agreed to with the County. Svstem Planning and Administration The Contractor is responsible for administration and planning activities related to the operations of CAT fixed route bus services and CAP demand responsive services including, but not limited to: schedules, days and hours of operations, bus stop locations, location of bus stop improvements, budgets, related documentation, contract monitoring and other such activities relative to overall system administration, pending the County's approval. The Contractor shall provide operating statistics reports and an evaluation of such in an electronic spreadsheet format by the 15th day of each month and other reports as identified herein in the required reporting section of this Agreement. The Contractor will appoint a new Operations General Manager (the Manager) on site to oversee the perfonnance of this Agreement on or before approval of the Amendment to Agreement by the Collier County Board of County Commissioners. The County will be responsible for the preparation, submittal and administration of all f,~deral, State, and local grants associated with the operation of the CAT fixed route bus service and CAP demand responsive systems. The Contractor shall assist the County by providing data, r.ep0l1s, and/or suppOliing documentation necessary to completc such grant applications. The failure to timely provide complete responses to reasonable requests for data, reports, and/or supporting documentation for grant applications will amount to "cause" as used in Section Four of this Agreement. Fixed Route Using vehicles and equipment provided or funded by the County, the Contractor will operate fixed route bus services as specified by the County. Fixed route bus service shall be operated in strict accordance with the operating days and hours, routes and schedules set forth in the schedule, and shall provide such service in a safe, professional, and courteous manner. Service hours may vary over the tenn of the Agreement depending upon funding considerations. 13 . llgenda Item No, 16812 September 15. 2009 Page 20 of 89 The Contractor shall work with the County to establish mutually acceptable procedures to record and measure on-time perfonnance for fixed route bus service. On-time perfonnance data will be collected for each fixed route and recorded at the stop level to determine on-time performance. The Contractor shall collect and monitor on-time pelformance on a route and stop level using a County-approved form. Daily, weekly, monthly, and annual on-time perfomlance reports \vill be submitted to the County in paper (daily logs) and/or electronic spreadsheet or database format. identifying on-time performance trends over various reporting periods. In no event shall a bus depart ahead of schedule fi'om stops to make up overall route schedule adherence. In the event that a fixed route operates more than ten (10) minutes behind schedule, the Contractor shall contact the County immediately to advise staff and discuss the necessary steps required to restore schedule adherence. Corrective actions shall be proposed for County approval and may include re-routing, vehicle substitutions, or other measures. The failure to contact the County to propose corrective measures to restore schedule adherence shall subject the Contractor to liquidated damages as stated herein. The Contractor is responsible for developing and distlibuting all schedule blocks and run cuts in confomlity with the County's prior approval and specifications. A dispatcher is required to be on duty in the fixed route dispatch office at all times \vhi]e buses are in service. Detailed logs must be kept by the Contractor of all communications and submitted weekly to the County. Telephonic or electronically recorded communications shall also be preserved by the Contractor and provided to the County along with its weekly Jogs. The Contractor must implement a program that provides adequate supervision throughout the trcU1sit system' s service area. Drivers. when requested by the County, \vill hand out notices to passengers or othenvisc render assistance in the County's customer relations, promotion, monitOJing, and supervisory functions. Drivers will be required to assure that each patron pays the appropliate fare. Drivers will be required to honor fares. as detel111ined by the County. Drivers shall have available at all times dUling operation of any bus an accurate timepiece. Drivers will be required to operate the wheelchair lift and kneeling features and assist in securing wheelchairs and scooters. Drivers "vill be required to announce all ADA required stops through the public address (PA) system or vocally, as identified on the CAT schedule. Dlivers must fill out a pre-tlip and post-trip inspection forms. The Contractor must provide a reliable monitoring prof,rram to insure the highest quality of service and perfonnance capability. The Contractor will be responsible for accumulating data and reports that assist in identifying sen'ice improvements or modifications, as identified herein in the reporting requirements. The Contractor must implement a program that provides adequate supervision throughout the transit system's service area. . . . . . . . . . . . , . . . ]4 ParaTransit Service Agenda Item No, 16812 September 15, 2009 Page 21 of 89 The Contractor shall ensure that similar administration, planning, operation, mainti;;nance oversight, and management duties and responsibilities are undertaken for the paraTransit system. The Contractor shall propose a qualifications-based subcontractor selection process within ten (10) days of this Agreement. The Contractor shall conduct all subcontractor selection and negotiation process, with the advice and consent of the County. The Contractor shall ensure the process is completed 30 days before service delivery inception as defined in the subcontract. At a minimum, the Contractor will be responsible for the successful delivery of all scheduled paraTransit trips with the passenger pick-ups occurring within the pick-up window as established in the current Transportation Disadvantaged Service Plan (TDSP). Manifests for the next day will be provided to the County by 5:00 p.m. to allow for independent auditing of on-time performance for paraTransit services. The Contractor shall work with the County to establish mutually acceptable procedures to record and measure on-time performance for paraTransit services consistent with the TDSP. The Contractor will report paraTransit service administration, planning, operation, maintenance, oversight, and management data to the County, as stated herein in the reporting requirements. Special Events Service In addition to regular fixed route and paraTransit operations, the Contractor will, from time to time, be required to provide special transportation services within the CAT service area using CA T or CAP vehicles. All passenger fares (if any) for the special events service are the property of the County and are to be accounted for and deposited using the same procedures followed for the regular operations on the fixed route service. Safety A written safety program shall be maintained by the Contractor \\'hieh includes safety policies and practices, accident procedures and reporting, and other training materials. The County will conduct an annual System Safety review of the Contractor to comply with safety requirements of Chapter 14-90, FIOlida Administrative Code (F AC). The Contractor shall have a documented safety program including but not limited to the following components: · Accident Response Plan · Accident Review Process and Analysis · Detelmination of an Accident as Preventable or Non-Preventable, Utilizing the National Safety Council (NSC) Guidelines · Employee Retraining Provisions · Driver Incentive Provisions · Prob'rams and Methods to be Utilized to Promote Safety Awareness · Employee Training and Required Certifications 15 Drug & Alcohol Testing Pro~rram Agenda Item No, 16B 12 September 15, 2009 Page 22 of 89 The Contractor shall administer a Drug and Alcohol (0 & A) program which meets all of the Federal and County requirements and require that all its subcontractors providing service under hereunder undergo the same D&A testing mandated by this Agreement. D&A testing of all employees shall be conducted in accordance with Collier County's Risk .\1anagement policies as well as United Stated Depaliment of Transportation (US DOT) and Federal Transit Administration (FT A) regulations, as defined in Title 49 Code of Federal Regulations (CFR), Pm1s 40 and 655. The Contractor must have a Substance Abuse Testing Program in place which meets all the criteria of the US DOT, the FT A, and Collier County. The Contractor shall produce documentation necessary to establish compliance with Title 49 CFR, Paris 653 and 654; and to pennit any authorizcd representative of the US DOT or its operating administrations, the Florida Depmiment of Transportation (FOOT), or Collier County to inspect facilities and records associated with the implementation of the D&A testing program required by Title 49 CFR, Parts 653 and 654. Documentation of test results will be maintained in personnel files and readily available for inspection by the County. It is understood that failure to comply \vith any requirement outlined in Title 49 CFR, Parts 653 and 654, or failure to submit any required certification or documentation shall be considered a material breach of contract and grounds for contract tennination under the for-cause provisions of the Af,rreement. Collier County has a zero-tolerance for positive D&A tests and requires the same policy to be enforced by the selected Contractor. Bach:round Check/Training of Drivers The Contractor will administer a background check of all drivers before participation in the program, as described in detail below. It is important that the Contractor provide professional and consistent levels of safe. high quality service to all liders. All drivers, including subcontracted dlivers, utilized in providing fixed route bus operations and paraTransit service must meet the following employment standards: · Each driver must pass a lJS DOT pre-employment physical examination certifying they are physically able to perform the essential functions of the job with or without reasonable accommodations and an updated physical examination record must be submitted every ty\'o (2) years. · Each dliver must have a DepaJimcnt of Motor Vehicles (DMV) Report completed Plior to driving any vehicle in service. · Each driver must pass a pre-employment dmg test prior to dliving or perfom1ing any safety sensitive functions. · Each employee must pass a background check for criminal offenses to carefully screen personnel that have direct contact with clients/riders. Any applicant for a driving position shall not have been convicted of a felony and/or a I st degree misdeameanor as defined in the Florida Statutes, whieh has a direct relationship to the perfom1ance/operation of a public transit vehicle. · A climinal background check must be completed prior to dliving any vehicle in service. A driver may not have any felony convictions, or have been convicted of any crimes against children or financially exploiting a person with a disability. This background check must include a comprehensive out of state rev'iew. 16 . Agenda Item No. 16812 September 15, 2009 E h d . d . . C I D 'Ll'c.eI1se (CDL) \~?1IQ1e 23eof 89 ac nver must possess an mamtam aommcrcia river s, t1 m proper endorsements. Each driver must be a licensed driver for a minimum of three (3) years. Each driver must possess a safe driving record. . . · Each driver must comply with all federal, state, and county requirements for substance abuse testing. . Each driver must be dressed in appropriate attire that consists of a unifonn. · The Contractor is further required to: o Conduct mandatory quarterly safety meetings for all drivers. In addition, driver meetings shall include an opportunity for drivers and supervisors to interact with cach other and various staff members which make up the operations team. o Check DMV records for each driver at least every twelve (12) months for accidents, violations, and valid driver's licenses of all vehicle drivers. A driver must have an acceptable driving record of not more than seven (7) points in the last three (3) years and no DUI convictions within the last five (5) years. o Ensure appropriate level of back-up/extra board drivers to ensure continuity of service. o Ensure vehicle drivers adhere to policies regarding professional behavior such as smoking, eating, drinking, appropriate music selection, and volume, etc. o Ensure each driver and road supervisor have an accurate clock or watch (set daily) displaying hours and minutes available and in clear sight at all times during the operation on any vehicle. · Provide appropriate employee training to include at minimum: o A minimum of 60 hours of training prior to driving a vehicle in service. o Passenger Assistance Technique (P.A.T.) - At least four (4) hours of instruction on passenger assistance, approved by Collier County. This training must satisfy the paraTransit service Passenger Assistance Training/ Sensitivity requirement of Chapter 14-90, FAC. The Contractor's trainer shall conduct and document an on..board evaluation with each operator. Training shall include elderly and disability sensitivity components, passenger relations and assistance, passenger handling, securement of wheelchairs, use of seatbelts, assistance to the visually impaired, and dealing with service animals. o Adult and juvenile Cardiopulmonary Resuscitation (CPR) training for ParaTransit Operators including general first aid, proper response to emergency medical needs of riders, and hazardous waste disposal procedures. o Defensive Driver Training per the National Safety Council standards or an equivalent course approved by Collier County. o Vehicle breakdown, accident, passenger incidents, adverse weather and other emergency/safety procedures including emergency vehicle evacuation. o Policy instruction, such as trip scheduling, service hours, service area, complaint procedures, wait time, fare structure, transfers locations, ADA operation, etc. o Vehicle and equipment operations, including proper two-way radio protocol, wheelchair and scooter securement, ramp operations, and operation of any automated devices installed in the vehicle. 17 i\genda Item No, 16812 September 15, 2009 Kn I d f. d' dd I . d.c '1" . Paoe 24 of 89 o ow e ge 0 servIce area, map rea mg, a ress ocatmg, an laml lanty wIth streets and landmarks. o Safe operation of vehicles and post-accident procedures. o Post Accident Retraining is required for a driver after a preventable accident. o Sensitivity training to develop skills and increase understanding of people with disabilities, all sexual orientations. diverse cultures, races, and ages. (J Familimity with the completion of necessary paperwork such as trip sheets (manifest), pre-trip inspection fonns, accident repOlis and incident reports. All employees and drivers may be required to receive periodic additional training provided by Collier County. The Contractor must provide Collier County with evidence that all drivers have completed the training program offered by the Contractor prior to driving and as required. The Contractor shall ensure that all drivers receive refresher classes or repeat new employee training at a minimum of four (4) hours every year. Drivers must obtain CPR certification annually and first aid certification every two (2) years. The Contractor shall provide Collier County with qualierly updates of Driver Rosters. Each roster entry shall indicate at a minimum: driver's name. address, date of birth, date of hire, driver's license number, expiration date, training dates, latest D&A test, and Motor Vehicle Record (MVR) review date. Ongoing training classes shall be included as part of the monthly report. The Contractor shall maintain all training programs and keep records documenting course completion in each employee's personnel file. The Contractor shall make available a complete copy of all course outlines, instructor infom1ation, training matelials, and handbooks pertaining to paraTransit training to Collier County for review and approval. Collier County staff may attend training sessions given by the Contractor. The Contractor shall require all personnel providing transportation under the A6rreement to maintain driver licensing and registration requirements and maintain acceptable MVR's. Documentation to support these requirements shall be tiled with or made available to Collier County. The Contractor must conduct checks and administer oversight to ensure that all driver requirements are met subject to the following standards and penalties: · Standard (or A1VR Rel'icH's: The Contractor shall review driver's MVR's at least once every twelve (12) months. Compliance shall be monitored by Collier County personnel on a random basis. · Standard (or Backf!.round Screeninf! RC1'icws: The Contractor shall update employee background screening at least once every twelve (12) months. Compliance shall be monitored by Collier County personnel on a random basis. · Disincemive Pcnaltv: Failure to meet driver licensing and registration requirements, as stated above, shall result in the imposition of liquidated damages in the amount of S 1,000 per incident. Emergency Preparation The Contractor will develop procedures and provide trammg programs, subject to County review and approval, to address all types of emergency situations, including accidents, crime/security incidents, evacuation procedures, and inclement weather. 18 Accident/Incident Response and Reporting Agenda Item No, 16B 12 September 15, 2009 Page 25 of 89 The Contractor shall develop and implement procedures, subject to County review and approval, to respond to and report all accidents and incidents. Notification to the County is to be made for all accidents and incidents no later than two (2) hours after the occun-ence and the notification shall specify the type of OCCUlTcnce. OcculTences shall be categorized as vehicle accidents, passenger injuries, passenger disturbances, employee injuries, and life failures on in-service vehicles. All traffic accidents involving transit system vehicles are to be reported immediately to the Collier County Sheriff or other appropriate police unit. In addition, the County shall be notified promptly after the bus has been moved from the travel lanes, if required for the safety of the passengers. The Contractor shall prepare and retain written documentation for any vehicle accident. The County will have access, for inspection and review, all written incident and accident reports within 24-hours of occurrence. Every accident or any incident involving a rider/passenger, with or without bodily injury or property damage, must be verbally reported to Collier County immediately. A written report must be provided within 24 hours, and a full report with photographs and police report must be submitted within seven (7) working days of the accident/incident, or at the earliest date available. Liquidated damages as set forth herein will be assessed for late reports. The Contractor must have a supervisor respond to the accident scene. A summary of monthly accident occurrences shall be part of the monthly report which is due by the 15lh day of each month. Any penalties or assessments Contractor imposes upon its subcontractors while operating County owned vehicles shall be remitted to County \\'ith fifteen days of the Contractor's receipt. Accident Investi1!ation, Rating and Follow-Up - part of Safety Plan too. The Contractor will develop procedures to investigate, develop and rate each accident to determine if the accident could have been prevented utilizing the National Safety Council definition of preventability. In addition, this review will establish the need (and schedule, as necessary) for any corrective training, operating guideline provision, or equipment maintenance or technical cOlTection required, together with a follow-up to assure that action has been completed. All staff involved in accident investigation must be property trained in accident investigation as required by the US DOT. ADA Requirements The program will encompass provisions for meeting ADA public transit requirements, including the policies, regulations and training of all bus operators in the safe use of all ADA bus equipment. Requirements include operation of the wheelchair lift equipment, \vheeIchair tie- down procedures, wheelchair life standee policies, operation for bus kneeling feature, public address system, boarding and securing of the mobility devices, service animal regulations, and an awareness for a variety of disabilities and the medical symptoms or risks associated with them. Customer Service The County may provide an electronic answering system that allows for the caller to determine whether their call is urgent or relates to previousZv provided sen'ice. An urgent call or complaint would be routed to a live person in the call center or the Director of Operations to insure that passengers have immediate access to CAT staff, when necessary. For all commendations and 19 Agenda Item ~;Jo. 16812 September 15, 2009 . Paae 26 of 89 complaints, telephone calls should be recorded for qualIty assurance purposes. PassengerS"wlt11 complaints related to previously provided service should be offered an on-line complaint fonn, a paper complaint fonn, or the opportunity to discuss issues with the Contractor or County staff. The CAT voice-activated message recording system should be routed through the main call center, at the main number. However, the Contractor would have read-only access to these messages and the County will have delete message and audit capabilities for the recording system. The system should allow remote listening to individual messages by County staff. All complaints and commendations will be addressed by the Contractor. and the County will be responsible for periodically reviewing and auditing of commendations, complaints, and resolutions, as a quality control measure, The Contractor will also operate a Customer Service Program, in accordance with the procedures mutually agreed upon by the County and the Contractor, which accomplishes the following: Customer Inquiries. Complaints and CommendatiJ!J1.Ji A main focus of the Customer Service Program is handling all customer/public inquiries, complaints or commendations received by mail, fax, e-mail, phone, or in person. Thc Customer Information Service hours will be seven day per week: Monday-Friday from 6:00 a.m. to 6:00 p.m, The hours may be extended in the future if a need is identified. All inquiries, complaints, or commendations shall be recorded in a pennanent customer comment fonn and entered into a customer service log (i.e. Microsoft Excel Spreadsheet). The comments are to be routed to the appropriate Department for research and follow-up actions. Detailed questions and all complaints must receive follow-up responses to customers within three (3) working days of receipt. An important requirement of the program is supervision of infonnation responses to assurc quality control, accuracy, and customer service. In addition. the Contractor shall monitor and schedule personnel necessary to effectively respond to incoming calls at a quality level consistent with customer demand. Computerized Database: Customer Complaints. Comments. and Commendations A comprehensive report is to be provided to the County monthly, showing a summary of all customer communication (both received and sent). The report is to be organized by the customer comment category, by bus route, date, and customer name or employee name. Fol1ow-up action taken to address concems must be specified in this report. All complaints more than eight (8) working days old which have not resulted in a completed investigation and follow-up response (telephone or written) to the customer must be listed separately and forwarded to the County. Ticket/Pass Sales Program The Contractor will sell tickets and passes for fixed route and paraTransit service at the CA T facility during the hours of 6:00 a.m. to 6:00 p.m. on weekdays. The Contractor will accept payment by cash, check, and money order. A mail-in ticket and pass program must also be provided. The Contractor is encouraged to supplement ticket/pass sales by coordinating with convenience stores, grocery stores, and pharmacies regarding ticket! pass sales. All revenues from the sales program are to be included in the passenger fare deposits. The Contractor must provide complete accountability to the County for this program. A periodic inventory of tickets and passes will be conducted at the County's request. 20 Operating Lost and Found Program Agenda Item No, 16B12 September 15, 2009 Page 27 of 89 Customer Service will be responsible for managing all lost and found articles from buses or at transit facilities. This may include fielding inquiries on the phone or in person at the Customer Service Information Office. The Contractor will follow the Lost and Found Procedures, as stated in the Standard Operating Procedures Manual. Photo Identification Cards The Contractor will be required to prepare and issue identification cards to the elderly and disabled for federal fixed route discount fare benefits, as well as those eligible for the Complementary Para Transit ADA services. If the County has the capability to produce in-house photo identification cards at a cost less than that provided by the Contractor, the County shall be allowed to provide this service in coordination with the Contractor. The Contractor will record information and prepare an identification (J.D.) card at the CAT facility for all eligible passengers requiring the discounted fare. Information on the recipients will be entered and maintained on a database, along with copies of appropriate documentation verifying individual eligibility. Maintenance The Contractor should establish a communication protocol with the County Maintenance program and staff to identify vehicles which need preventive maintenance, and those which are in need of maintenance as identified through pre and post trip inspections of vehicles on a daily basis. The County shall develop a pro-active preventive maintenance program which adheres to preventative maintenance schedules and standards of the industry. The Contractor must comply with the preventative maintenance program by ensuring that all vehicles meet the devdoped scheduled so as not to invalidate or lessen warranty coverage of any County-owned vehicle or associated equipment. Vehicle Towing In the event that towing of any County-owned vehicle is required due to mechanical failure, damage, etc., the Contractor shall be responsible to arrange such towing, through a company selected by the County. For County owned vehicles, the County will pay the towing cost for service provided. Vehicle Servicing and Cleaning Vehicle Servicing The Contractor shall perform daily vehicle inspections, maintain logs of daily servicing, and schedule and report all service activities necessary to operate all fixed route and paraTransit vehicles and equipment safely and efficiently. For purposes of this Agreement, daily vehicle inspections and maintenance responsibilities shall include, but not be limited to: . Recording fuel usage and charting fuel use by vehicle Re-fueling of fixed route and paraTransit vehicles at the end of service Scheduling the following regular vehicle service activities: 21 . . Agenda Item No. 16B 12 September 15, 2009 · Engine oiL coolant. transmission fluid.. and windshield washer service ng8~ f&rof 89 County staff to complete · Farebox vault pulling and replacement · Tire inspection (air pressure, tread depth. and \vcar) · Brake check · Exterior and inte1ior light operations · Interior sweeping and dusting · Exterior and interior visual inspection · Identify unreported damage The Contractor shall develop, implement, and maintain a written checklist of items included in the daily inspection and/or servicing of each vehicle, The checklist shall be computerized and kept on file for the County review for five (5) years. Similar standards are applicable for County- o\vned \ chicles out stationed to paraTransit service sub-contractors. Vehicle Cleaning The Contractor shall maintain buses in a elean and neat condition at 311 times. Vehicle exteriors and wheels should be washed on an 3s-needed basis (3t least weekly) and interiors shall be cleaned. including trash removal. sweeping. '.ilcuuming. or mopping, as needed after each day's use. Ceilings, windows. dashes. walls. stanchions, and grab rails shall be thoroughly cleaned, as necessary, but at least weekly. All f(Jreign matter such ;1S gum. grease, dirt. and graffiti shall be removed from interior surfaces during the daily interior cleaning process. Upholstery shall be steam cleaned as necessary, but at least quarterly, and upholstery damage shall be scheduled for repair immediately upon discovery. Rubber or vinyl exterior components such as tires, bumper fascia, fender skirts and door edge guards shall be cleaned and treated with a preservative as necessary to maintain an attractive appearance and consistent with the bus wrap vendor's maintenance suggestions. Buses shall he kept free of \e:lllin and insects at all times. The Contractor shall coordinate with the Cnuntv to exkmlinate all vcnnin and insects from all vehicles immediately upon their discO\ery. utilizing c;afe. non-hazardous and Environmental Protection Administration (EPA )-apprmcd insecticides/materials. Similar standards are applicable for County-cl\vned vehicles out stationed to paraTransit senice subcontractors. Bus StOT), Transfer Center. Transit Amenities Maintenance. Cleaninl], The Contractor shall coordinate with the County relative to the need f()r cleaning and maintaining the transfer center, park and ride k.ts, improved bus stops, shelters and other transit a:nenities. Conditions requiring necessary maintenance and cleaning shall include but not be limited to: trash removal, washing windows. replacement of light bulbs. The Contractor is responsible for trash removal at these t3cilities 411 least every other d3Y. The Contractor \vill be responsible for monitoring all bus stops, shelters. and other transit amenities on a regular basis (vveckly at a minimum) and repOliing :111Y maintenance problems to the County. The Contractor will develop and implement a bus stop maintenance proh'Tam. as mutually agreed upon by the County and the Contractor. which meets the following minimum standards: . The Contractor's supervisors and bus operators 11M}' be utilized as a monitoring resource for bus stop maintenance. Customer comments and requests \\'ill also provide inflmnation related to the bus stop maintenance requirements. Y1 . Agenda Item No. 16B 12 September 15, 2009 'II I d" h . d d II Paqe 29 of 89 The Contractor WI c ean an mamtall1 t e Improvements an groUll s at a bus sfop sign, bench, and shelter locations to include the follmving: (l) trash removal, (2) pressure cleaning shelters, and (3) general cleaning. Unsightly conditions must bc reported by the Contractor to the County for corn;ctions within forty-eight (48) hours of observation. Hazardous conditions such as damaged facilities will be responded to by the Contractor as quickly as possible. . . The Contractor shall be responsible for labor and materials used in the performance of this work. BUS STOP 11'iYBl,JIqB,Y.A:t-JR.SHEleTEILRt;P-/~IR WORK ORDER PROGRAM The County is responsible for managing the CAT bus stop and shelter program and undertaking designated repairs. The Contractor will have the following responsibilities for the bus stop and shelter program: Bus Stop Inventory The Contractor shall be responsible for providing data to the County for the preparation and maintenance of a geo-referenced computerized CAT bus stop inventory which delineates the location of all bus stops, accessibil1ty issues of the stops, the routes that serve each stop, and the passenger amenities located at each stop. The Contractor shall prepare and present an annual report of existing stop locations. and identify potential improvements based upon ridership criteria identified by the County. Bus Stop Shelter Repair Work Order Program The Contractor shall be responsible for removal and basic cleaning of bus stops as previously noted above. Silrnage Parts Inventory The Contractor shall be responsible for maintaining the inventory of all sign faces and posts by type, and advise the County when additional faces and posts need to be ordered. The County 'will purchase all sign faces and posts. Stop and Route Evaluation The Contractor shall be responsible for developing procedures in coordination wLth the County for the evaluation of requests for additional stops, routes, and making recommendations to the County on stop ,md route additions, removals, and relocations. The procedures and recommendations should be based on ADA, safety, route schedule, and community considerations, The Contractor shall be responsible for submitting recommendations along with supporting documentation for any requested stop or route changes to the County for their review and approval. The Contractor will submit a monthly summary of stop requests, evalu3tions of requests for changes, and other information related to stop changes. The Contractor shall be responsible for labor used in the performance of this work. 23 REVENUE COLLECTION, RECONCILIATION, AND DEPOSIT Acenda Item ~~o, 16812 ~ September 15. 2009 Page 30 of 89 The Contractor will develop revenue procedures to assure that revenue collection, reconciliation, repOliing, and deposit procedures meet industry standards and conform to Federal, State, and County requirements consistent with this Agreement. These revenue procedures are to be submitted to the County for review and approval. The following is to be incorporated into the procedures: · All revenue collected by the Contractor for tixed route, paraTransit and special event service will be the property of the County. · The Contractor shall reimburse the County for any revenue missing or stolen from vehicles or facilities. The County and the Contractor agree to a daily reconciliation of receipts. The Contractor shall prepare a reconciliation-reporting system for County review and approval within 30 days from the approval of this Agreement. · The County will establish the fare structure for the fixed route system and hip rate structure for the paraTransit system. Any change in the fare structure or trip rates authorized by the County will be implemented by the Contractor in the manner and at the time prescribed by County. · Drivers shall be required to assure that each patron pays the appropriate fare prior to being provided transpOliation service. The Contractor may waive the passenger fare, when appropriate, to maintain appropriate customer relations. Procedures outlining the waiving of passenger fares shall be identified and mutually agreed upon by the County and the Contractor. · Drivers will not handle cash or make change for passengers. · Drivers will record ridership counts by passenger category at stop locations along the route. · The Contractor shall maintain the security of the fareboxes on the buses and the associated revenue collection system. Drivers \evil] immediately report to Dispatch all problems alising with the farebox. · Money is not to be left in fareboxes overnight or when the vehicle is transp0l1ed to an off-property garage or site. · Revenue is to be counted daily. There must be a minimum of two staff members in the vault room dming the count. · All discrepancies are to be investigated and accompanied with an explanation repOli to the County. This report must be received within two (2) business days of the discrepancy. RE~,-ORQ~~~RJ~J~fORIS The Contractor must maintain detailed records in all arcas of the operation. This information is vital to ensure compliance with federal, State, and County requirements and to enable a thorough monitoring and evaluation of the system, including ridership, revenue, maintenance activities, service efficiency and effectiveness, and customer satisfaction. The Contractor must develop and implement a plan to ensure the development of a comprehensive and accurate record keeping and repOlting prohrram that encompasses all aspects of the operation, as stated herein. This record keeping/reporting plan is to be submitted to the County within 30 days after this Ab'Teement is approved. The following are to be incorporated in the Contractor's record keeping/ reporting plan: 24 REQUIRED REPORTS A.genda Item t'Jo. 16812 September 15. 2009 Page 31 of 89 The following repOlis are to be submitted to the County according to the specified frequency: Operations Reports The following is an illustrative list of the minimum operational reports required for the fixed route system. Identical, similar, or like-wise appropriate operational repOli for the paraTransit system must also be provided. Daily reports shall be available for review by the County by noon the following day and monthly reports are due by the 15th day of each month. 1) Daily Dispatch Log . The Contractor will record on a daily dispatch log all radio communication received from operators and supervisors including time, vehicle number, route number, and a brief summary of any incident and its resolution. 2) Daily Operating Report . Total runs dispatched . Total revenue hours operated . Total dispatched runs and revenue hours that were missed . Total dispatched runs that were delayed . Total number of trips monitored by the Contractor . Total monitored trips recorded as late or early . Total number of authorized extra trips . Accidents (any vehicle used in the public transit system or passenger) . Total number of bus failures (identified as major or minor and the reason for the failure) by bus and run number . Total number of buses (in service) with inoperable wheelchair lifts identified by bus number . Farebox problem, tampering, vandalism etc. by bus number . List of supervisors driving routes and run number · Number of dispatchers and supervisors on duty (not driving) · Number of open runs (driver's) and run number and number of de'viations by bus and run · Revenue and revenue miles, hours and num bcr of passcngers · Number of late cancellations and no-show paraTransit trips vvith details of circumstances and causation Month!\" Reports · Total number of major and minor mechanical failures (by bus number and run Dum ber) · Total miles between failures . Mileage per month · Total missed trips and hours · Total supervisor hours driving routes 25 . Total vehicle miles and hours · Total number of passengers . Accidents and incidents · Complaints from passengers: by route, t)11e and driver ;,genda Item No. 16812 September 15, 2009 Page 32 of 89 Safety Reports I) Monthly D&A Testing Information Number of tests administered by personnel category and positive and negative results for the following categories: . Pre-employment . Post Accident · Random · Reasonable Suspicion . Return to Duty 2) Monthly Accident Statistics · Preventable and Non-Preventable · Passenger Injuries · New Workers Compensation Injuries. Injuries per 100 Employees . Incidents 3) Accident Reports Dispatch Memorandum of Accident (including drug & alcohol testing requirements), as stated herein under "Safety Requirements". · Supervisors Accident Report · Drivers Accident Report . Police Report · Safety Depaltment Follow up Report 4) Immediate County Notification · Accidents (any County vehicle or passenger) · Incidents that delay route more than 10 minutes · Missed trips · Major bus failure (any disabled bus) · Detour or deviation off nonnal routes, this includes deadhead routes Revenue Reports 1) Daily Reconciliation Report · Ticket Sales . Cash · Total Revenue · Total Deposit 26 2) Farebox Reports . Daily Revenue and Ridership Report . Daily Farebox Data Verification Report (discrepancies) . Daily Exception Report . Daily Security Report . Monthly Revenue and Ridership Report Agenda Item No. 16812 September 15, 2009 Page 33 of 89 Customer Service Montblv Reports . Complaints/Commendations . Copy of each complaint and commendation . Summary of follow-up action . Summary of number of complaints and commendations by issue Personnel Reports - Montblv . Total Positions by Department and Classification - Required, Filled and Vacant . Number of Employees in Training (by Department) Other Reportin2 ReQuirements . The Contractor is responsible for preparing and submitting the monthly National Transit Database (NTD) report and compiling and timely submitting infol111ation regarding the service for the preparation of the annual NTD Report. The County is responsible for preparing the fiscal component for the NTD Report as well as the timely submittal of the annual Report. This report is critical to receipt of federal funding and the Contractor must ensure infol111ation is provided timely in order to meet all deadlines established by FTA for receipt of report and any follow-up responses are adhered to. · The Contractor will be required to report all Accounting information including Re:venue and Expense information using the Unifonn System of Accounts (USOA) as a reference document. The Contractor must maintain the accounts and records necessary to meet the requirements specified in the USOA. Additionally, all accounting information must be reported to the County in a format that will allow the County to generate the electronic invoices using the Electronic Clearing House Operation (ECHO) program. · The Contractor will be required to maintain service information necessary for all FT A reviews, including all FT A Triennial Review infOlmation. Service information pertaining to the Triennial review must be maintained in a filing system sorted by the general areas of review. This information must also be available in a comparable electronic format sorted in the same manner. 27 . A,c;enda Item No, 16812 ~ September 15, 2009 The Contractor shall provide all required servicc infonnation to the County for tlftPCTl?f 89 submittal of a cel1ified Annual Operating Report (AOR) to the Commission for the Transportation Disadvantaged by September 15th each year. The AOR must be submitted to the Local Coordinating Board for review prior to submitting to the Commission for the Transportation Disadvantaged. ORGANIZAI!QNAJ',JD PERSONNEL PLAN The Contractor will provide an organization and personnel plan identifying staffing levels for each department. The plan needs to detail job descriptions, full time or part time designation, shifts, days of assignment and projected annual hours. The organization and staffing levels needed to enable the delivery of a public transportation service that meets the County goals. As conditions change during the life of the Agreement. the Contractor is required to develop revisions to this plan. consistent with the County's transit needs and demands, to ensure the delivery of quality transit service \\'ith the prior approval and consent of the County. Management The Contractor shall provide management staffing at a level and capability sufficient to oversee its functions and employees. The Contractor shall designate and provide the services of an Operations General Manager who shall provide overall management and supervision of the fixed route and paraTransit systems under the terms of this Agreement. The appointment of the Contractor's Operations General Manager is subject to and contingent upon the approval of the County. The Contractor's Operations General Manager shall possess sufficient experience and expeliise to perform to the County's standards in the sole subjective judgment of the County. The Operations General Manager shall report to \>,'ork cooperatively \vith the County's A TM Director in matters relating to service quality. providing operational and other data as described in this S(.;ope of Work, responding to comments from fixed route and paraTransit passengers and the general public, and responding to specific requests for other assistance as the need arises. If the County detelmines that the Operations General J'vlanager is not acting in the best interest of the County, then tbe A TM Director may contact the Corporate Office of the Contractor to request a replacement within 60 days. The Contractor shall assure the County that the Operations General Manager designated for this project will not be replaced without the wlitten consent of the County. Should the services of the Operations General Manager become unavailable to the Contractor; the resume and qualifications of the proposed replacement shall be submitted to the County for approval as soon as possible, but in no event later than ten (10) working days prior to the dep31iure of the incumbent Operations General Manager, unless the Contractor is not provided \1,7ith such notice by the departing employee. The County shall respond to the Contractor within three (3) working days following receipt of these qualitlcations concerning acceptance of tbe candidate for replacement Operations General Manager. Any new Operations General Manager must be adequately briefed of ongoing and upcoming issues by the depmiing Operations General Manager. The office of the Operations General Manager will be physically located at the CAT facility. At all times, the Operations General Manager, or an Operations Supervisor designated to act on behalf of the Operations General Manager, shall be available either by telephone or in person to make decisions regarding day-to- 2S Agenda Item No. 16812 September 15. 2009 day CA T operations or provide coordination, as necessary. This person shall be authoriz~lil{8 ~~tof 89 on behalf of the Contractor regarding all matters pertaining to this Scope of Work. Employee Screening and Selection The Contractor shall use appropriate screening and selection criteria to employ all staff. A detailed method for the selection of all employees must be developed by the Contractor and approved by the County. The selection method must identify a proccss for evaluating minimum requirements. The following needs to be addressed in the screening and selection program: . Proven ability in the area of customer service. This is vital to the delivery of quality transit services . Review of driving ability for all employees operating transit vehicles . References of past employment . D&A testing for safety-sensitive employees; this includes a signed waiver at time of hiring for any drug/alcohol testing results to be givcn to the County . Job related requirements for each position . CDL License . Review of Motor Vehicle Records . Job description . Pay Scale Training The Contractor shall develop, implement, and maintain a formal training and retraining program, which shall be subject to review and approval by the County. All operators, dispatchers, customer service personnel, supervisors and managers shall participate in the program. All County-approved costs will be reimbursed to the Contractor by the County. Important: components of the training program include Passenger Assistance, Sensitivity, and Customer Relations Training. All employees having contact with the public must complete a Customer Relations course. The purpose of the course is to help provide employees with skills in providing quality customer service to passengers and the public. As part of the training program, the Contractor shall prepare and distribute to all operators, dispatchers, telephone operators, and supervisors a DRIVER'S MANUAL. Contents of the DRIVER'S MANUAL shall include the following subject areas: driver's rules; accident/incident policies; radio policies and procedures; farebox policies and procedures; fog and inclement weather policy; vehicle inspection, care and maintenance policy and procedures, rep011ing procedures and pertinent sample fonns. The Contractor must certify in writing, by name:, each individual operator as having satisfactorily completed all requirements and training courses prior to allowing that individual operator to operate a bus in revenue service. To maintain each individual operator's certification, the Contractor must provide and document annual refresher training of at last eight (8) hours for each operator covering passenger relations, operating procedures, ADA regulations and equipment updating. This training must satisfy the paraTransit service Passenger Assistance Training/Sensitivity as required by Chapter 14-90, F AC, Equipment and Operational Safety Standards Governing Public-Sector Bus Transit Systems. Additionally, the Contractor's trainer shall conduct and document an on-board evaluation with each operator. 29 Agenda Item ~;,Jo, 16B 12 September 15, 2009 Th . 'bl r ., II h' r bl' PaoEl 36 of 89 e Contractor IS responsI e Jor trammg a operators on t e reqUIrements lor pu IC traItSlt as - defined in the Amelicans with Disability Act of 1990 (ADA) requirements. The Contractor addressing fixed route ADA requirements shall develop a comprehensive, on-going training program. The County will strictly enforce compliance with the ADA law. Supervision The Contractor's supervision program must ensure that a high quality level of service is being delivered to fixed route and paraTransit passengers. The Contractor should evaluate supervisor- staffing levels in all departments carefully to meet the above training goals. Supervisors must have and maintain an appropriate Commercial Driver's License or other appropriate license. The Contractor must document and report to the County all instances where supervisors and dispatchers are used as operators. The Contractor must develop a plan for ensuring adequate supervision in thesc instances. The plan must be reviewed and approved by the County. Uniforms Contractor personnel who perfonn front line customer duties shall wear an official CAT uniform. The Contractor may not alter or replace unifonn parts without the express approval of the County. Supervisors must be in uniform when on duty. The plan should include the proposed uniform pieces and supplier: however, the County detennines the system logo, name, and colors. Operators and street supervisors must be clean and presentable at all times. The unifonn may not be worn when performing duties or engaged in activities not related to the fixed route or paraTransit systems. The County will reimburse the Contractor for all approved unifonn costs. Equal Employment Opportunity (EEO)/Affinnative Action The Contractor must develop and implement an EEO and Affinnative Action program that meets or exceeds all federal, State, and County policies. The Contractor shall prepare an EEO program that complies \vith FT A Circular 4704.1 "Equal Emplo)111ent Oppoliunity Prob'Tam Guidelines for Grant Recipients" and submit to the County by January I st of each year. The Contractor will update the program and submit it annually to the County. PERFORMANCE STANDARDS The Contractor will perf 01111 all transit services required by the Agreement in accordance with the County" s Standard Operating Procedures. These standards are the minimum acceptable requirements for services perfollned under this contract. The Contractor's plans and procedures, submitted with this Agreement, shall incorporate actions necessary to provide service according to these minimum standards. The County has developed these standards with which the Contractor is expected to comply to insure that the County's transit services, employee perfom1ance and vehicles meet County standards. Failure by the Contractor to meet these standards could result in the County assessing an appropriate liquidated damage amount for each incident of non-compliance, as stated herein. 30 Agenda Item No, 16812 September 15, 2009 , 'fi ~ d dId h ~ 11' Page 37 of 89 The County has establIshed speCl lC perlom1ance stan ar s re ate to t e 10 owmg: . Vehicle maintenance (regarding reporting patent needs to maintain, service, and/or repair) . Operating requirements . Vehicle cleanliness . ADA compliance . Safety requirements . Reporting requirements Fixed Route Bus Operations The following perfom1ance requirements apply: . Maintaining on-time performance within zero (0) minutes early and five (5) minutes late of scheduled times; . Completing scheduled trips in their entirety; and . Operating routes in accordance with the established routes (operating according to the correct route, serving all designated stops). Para Transit Operations The following perf0l111anCe requirements apply: · All scheduled pick-ups must be accomplished; and · All pick-ups must occur within the pick up window as established in the current Transportation Disadvantaged Service Plan, unless special circumstances exist and are approved by the A TM Director. Special circumstances may include carpooling of passengers or distance between the origin and destination identified on the manifest. Vehicle Cleanliness The Contractor shall maintain fixed route vehicles in a clean and neat condition at all times. The Contractor is responsible for the following: . Daily cleaning of the interior of the vehicles; . Daily inspection of the exterior of the vehicles and cleaning at least every other day or as net:dcd: . Major detailed interior and exterior cleaning weekly; and . Quarterly upholstery cleaning. 31 ADA Compliance p,oenda item i'Jo, 16812 ~ Seotember 15 2009 , , Page 38 of 89 The Contractor shall meet all ADA requirements. The Contractor 15 responsible for the following: · The proper use and maintenance of mobility devices (wheelchair lift) to board passengers; · Properly boarding persons in \"heelchairs as well as passengers who arc required to stand on the wheelchair lift platfol1n to be lifted into the bus; · Properly securing wheelcbair passengers in tbe wheelchair tie-down positions; and · Making the required announcements of stops on the bus PA system or verbally. Satetv Requirements The Contractor is responsible for compl:Y1ng with all of the following: · Reporting all passenger or vehicle accidents to the County promptly within two (2) hours of occurrence and follov.ing up with required detailed written accident report within 24 hours: and · Adhering to all provisions of the S):stc111 Safety Pro:",'Tam Plan. Reporting The Contractor is responsible for complying \vith all of the following: · Submitting required monthly reports and documentation as outlined in the RFP by the . -tll 1 f h h I) Gay 0 t e montJ ; · Providing initial response to customer \\'jthin the (3) working days from date of complaint receipt; · Completing investigation and follow-up response un customer complaints \vithin seven (7) working days of complaint receipt and · Reporting all incidents and accidents to the County in accordance to the definitions, limits and timelines of the US DOT. FTA. the FDOT. and CTD. LlOLIDATED DAMAGES For perfomlance not delivered in accordance \Nith this ccmtract the County may incur additional expense, loss of confidence by system user's. and negative or adverse bad publicity for the program and other damages to the County and the program. System perfonnance outside of perfOlm3.t"1Ce nom1S causes passengers to t~le complaints and make multiple calls to ensure that trips are properly booked and delivered. The actual damages caused by such a breach are uncertain or difficult to accurately estimate or prove. For this reason, Liquidated Damages may be assessed against the Contractor for the below specified \'i01atiol1s: 32 Agenda Item No. 16812 September 15, 2009 Pclge 39 of 89 Performance Measures and Liquidated Damages ~~'performaIl_~~ Measure'-"'" j ~~.9uid~!:d Damage Amount ._.J i Contractor report any vehicle damage to the i $500 for any occurrence of damage that is r I County within 24 hrs. not timely reported to County I Contractor shall verbally report any vehicle $1,000 for any injury that is not reported to 1 :~i:;:~~;;;:;:~g~~~~mPlOyee injuries within 2 I County. I Contractor shall develop marketing materials to I None enhance fixed route ridership and identify an i approved methodology fo~t:~ckir:~~.t::.rship ,~ _. ' Contractor shall remove all farebox receipts from i $250 for any occurrence of farebox revenue vehicles daily, count receipts, and make I receipts not being deposited per this deposits daily. I Agreement. County requires full staffing by Contractor. S 1 00 for any shift that is filled by personnel other than driving staff (e.g. dispatcher, trainer, project mgr.), with the exception of when licensed supervisors, dispatchers, and admin. staff are driving to maintain skill levels or where they are assigned as back-ups during emergencies or other special circumstances, subject to I County approval. Contractor shall faithfully adhere to all standard MRV, background screening reviews, and driver licensing and registration requirements County requires full-time onsite management of transit operation. County vehicles are to be used for revenue service only. County places great value on reliable fixed route service. shall encourage its drivers and subcontractors to exercise means to prevent instances of avoidable repeat damage/hann to county owned vehicles. For example, repeat , instances of damage to vehicle mirrors by striking : structures when tuming onto the same street or i i stop. $1,000.00 per incident discovered where Contractor failed to adhere to all review requirements. Monthly Manager's salary for each month position is vacant more than 60 days. $500 for any occurrence of Contractor using County vehicles for other than approved purpose. $500 per quarter in which 90% or fewer of scheduled departures at the stop level are on-time (0-5 minutes late). . $ I 00.00 per incident after a driver's I second such avoidable instance of like damage. I I J The Contractor and County agree that the above-referenced liquidated damages represent the appropriate level of damages in the event of a breach of the perfomlance measures set f.Jrth in the Agreement. Prior to assessment of liquidated damages, the County will inform the Contractor of the assessment and receive any explanation from the Contractor. The Contractor shall be required to provide a written and/or verbal explanation to the County. Upon receiving 33 Agenda Item No. 16812 September 15, 2009 the explanation, the County shall detennine whether or not to assess liquidated chMl~g1:~.of 89 Liquidated damages shall be deducted from subsequent payment(s) due to the Contractor. Liquidated damages are neither a penalty nor forfeiture; they shall compensate the County solely for the disruption of service caused by the breech of system standards. COMPLIANCE WITH FEDERAL. STATE AND LOCAL TR.I\NSIT AND GRANT REGULA TlONS AND COMPLIANCE REQUIRJ;:MENTS The Contractor agrees to comply with, complete and return to County, and/or include as appropriate in contracts and subcontracts, the provisions contained in Attachment 5 -, Federal Transit Administration, Grant Compliance Requirements for DFDA 20.507, Attachment 6-, Subcontractor Payment Report, Attachment 7-- Anticipated DBE Participation Statement, Attachment 8- Declaration of Debarment, Attachment 9- Certification Regarding Lobbying, and any other documentation necessary to comply with Federal, State or local reporting requirements. The Contractor acknowledges that the applicab1c regulations listed in the foregoing attachments attached hereto and made a part hereof: shall apply to this Agreement and that a failure to adhere to those requirements constitute a substantial breach under this Agreement. TURNOVER PROCEDURE Upon termination of this A!:,'Teement, the Contractor shall return all County-owned vehicles, equipment, and softyvare to the County ready for use, with no defects, maintenance required, operation issues, or other damage, other than n0l111a1 wear and tear. ::'-+ ATTACHMENT 3 FIXED ROUTE FIXED ROUTE MANAGEMENT FEE FIXED ROUTE PROFIT FIXED ROUTE HOURLY RATE CATEGORIES W ages/Bonusesl Awards Fringes CDL Reimbursement Services Physicals & Drug Screens Postage Office Printing Materials & Supplies Basic Office Supplies, Including Cameras & Supplies Supplies for Office equipment including Printers, Copiers and Fax Machines Supplies for Fare Counting Equipment Training Services, Equipment & Material Safety Equipment & Supplies Cleaning Supplies for Vehicles and Bus Shelters Trash pick up, pressure washing and general upkeep of shelters Cameras I Film and processing Insurance Other Memberships (FPT A 1 National Safety Council) Tolls (Sun Pass Tolls for Route 7) Travel and accommodations for Training Team Member Bonuses 1 Awards Water bottles for Drug Testing I CAT Team Members only Items not listed will require prior approval from the County prior to purchase Total PROJECTED HOURS FIXED ROUTE HOURLY RATE FY 2008/09 $98,392.00 $85,000.00 Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included $3,153,391.56 67,122 $46,98 EXPENSES REIMBURSED BY COUNTY UP TO $50,000.00 ANNUALLY Telephone Service (Landlines and cell phones) Included Uniforms Included Total $50,000,00 35 Agenda Item No, 16812 September 15, 2009 Pclge 41 of 89 FY 2009/10 $100,360.00 $90,000.00 Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included $3,233,1361.75 66,825 $48.39 Included Included $50,000.00 EXPENSES COVERED BY THE COUNTY Bus Stop Signs, Shelters, Poles & Hardware Pest Control at Bus Stops and on Vehicles Computer Equipment Computer Software Design Work for Bus Schedules Printing of Bus Schedules, Passes, Tokens, Take Ones, Etc, Fareboxes, Transfer Equipment & Passenger Counters including maintenance Radios and Radio Equipment Signs for Interior of Vehicles Office Equipment, Including Fare Counting Equipment Equipment for Transfer Location (including portable toilets) Waste Management Telephone equipment (Office phones and Management cell phones) Utilities Legal Ads for Transit Program Maintenance for Vehicles, Buildings and Bus Shelters (Labor & Materials) Fuel Fire Extinguishers, First Aid Kits, Including Bloodborne Pathogens Kits .1 () ,A.genda Item No. 16812 September 15, 2009 Page 42 of 89 A TT ACHMENT 3 ParaTransit Cost PARATRANSIT COSTS PARATRANSIT ADMINISTRATIVE FEE Paratransit Administrative Wages Paratransit Administrative Fringes CDL Reimbursement Insurance Team Member Bonuses / Awards EXPENSES REIMBURSED BY COUNTY (INCLUDING PROFIT) Wages for Cleaning Vehicles Fringes for Cleaning Vehicles Services Physicals & Drug Screens Postage Office Printing Materials & Supplies Basic Office Supplies, Including Cameras & Supplies Supplies for Printers, Copiers and Fax Machines Basic Training Material & Safety Equipment Training Equipment and Service Cleaning Supplies for Vehicles Cameras / Film and processing Other Memberships (FPTA / National Safety Council) Tolls Water bottles for Drug Testing / CAT Team Members only Supplies for Fare Counting Equipment and Office Equipment Telephone Service (cell phone) Travel and accommodations for Training Uniforms Items not listed will require prior approval from the County prior to purchase Total EXPENSES COVERED BY THE COUNTY Paratransit Signs Pest Control on Vehicles Computer Equipment Computer Software & Support Fareboxes, Transfer Equipment & Passenger Counters Radios and Radio Supplies Office Equipment, Including Fare Counting Equipment Fire Extinguishers, First Aid Kits, Including Bloodborne Pathogens Kits Waste Management Utilities Legal Ads for Transit Program Printing Brochures Maintenance for Vehicles (Labor & Materials) Only County Owned Vehicles Fuel Only County Owned Vehicles 37 Agenda Item No, 16B 12 September 15, 2009 Page 43 of 89 FY 2008/09 FY 2009/10 $397,638.00 $397,638.00 Included Included Included Included Included Included Included Included Included Included FY 2008/09 FY 2009/10 Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included $150,000.00 $150,000,00 VENDOR RATES BOARDING RATE PER RATE MILE I n County Ambulatory Individual $16.17 Ambulatory Group $13,25 Wheelchair Individual $26.50 Stretcher $27,56 $1.59 Out of County Ambulatory Individual $10.60 $1.59 Ambulatory Group $10.60 $1.59 Wheelchair Individual $10,60 $1.59 Stretcher $27,56 $1.59 Escort $5.00 Agenda Item No, 16812 September 15. 2009 Page 44 of 89 38 ATTACHMENT 4 RISK MANAGEMENT Agenda Item No, 16812 September 15, 2009 Page 45 of 89 Contractor procures and is reimbursed for: I I Commercial General Liabili~)~J__._ $ 5.00n.000 Business Auto Liab!}lt)l S 5.000.000 Umbrella Liability $10,000,000 in excess of $5,000.000 ___., _._~__'''''.,'~~. 11;.~ \V oF-~~~_f:~I!lPE~~~~i 0"._____. All Risk Fire and Extended Coveracc ------\Tehicle/A~tomobile Phvsical Dama 'e I Fiddity Bcmds r __.____ ..~,_....._. Empl(l1~e~t~ra.ctice Liabilit),__ Statulorv Limits Current Value $ 10,000,000 -_.~--~-. ,. S 50.000 .' "--'-~"-'-'-'.'. _~~Q90,000 each occurrence Contractor inspects each subcontractor vehicle and documents conditions, insurance COVeralle. and Intcsti~.:'p~ctkln Subcontractor procures and is compensated through the trip rate for: I ! _____..__.....'"_."d ----.------,1 $ 1 ,000,000 i _ ____..._.,.."__.,__ ____----3 I Automobile Liability i ____.__.______~"....m.__._ ( i _.... __~.,.__.__,,_,_.., __",_m, ___".___.__._< $ 1 ,000,000 39 p,genda Item No, 16812 September 15. 2009 Page 46 of 89 Attachment 5 FEDERAL TRANSIT ADMINISTRATION GRANTCOMPLlANCE REQUIREMENTS FOR CFDA 20.507 TABLE OF CONTENTS Check Box If Applicable A.1 . Federally ReQuired and Other Model Contract Clauses D D D D D D D D D 9. Pre-Award and Post Delivery Audit Requirements - Sign Certification D 10. Lobbying - Sian Certification D 11. Access to Records and Reports D 12. Federal Changes D 13. Bonding Requirements D 14. Clean Air D 15. Recycled Products D 16. Davis-Bacon and Copeland Anti-Kickback Acts D 17. Contract Work Hours and Safety Standards Act 18. [Reserved] D 19. No Government Obligation to Third Parties D 20. Program Fraud and False or Fraudulent Statements and Related Acts D 21. Termination D 22. Government-wide Debarment and Suspension Sign Certification D 23. Privacy Act D 24. Civil Rights Requirements D 25. Breaches and Dispute Resolution D 26. Patent and Rights in Data D 27. Transit Employee Protective Agreements D 28. Disadvantaged Business Enterprises (DBE) 29. [Reserved] D 30. Incorporation of Federal Transit Administration (FTA) Terms D 31. Drug and Alcohol Testing D 32. ADA Access 1. Fly America Requirements 2. Buy America Requirements - Sign Certification 3. Charter Bus and School Bus Requirements 4. Cargo Preference Requirements 5. Seismic Safety Requirements 6. Energy Conservation Requirements 7. Clean Water Requirements 8. Bus Testing - Sign Certification '+0 Agenda Item No. 16B12 September 15, 2009 The services performed by the awarded Contractor shall be in compliance W1ifi i.llof 89 applicable FT A regulations/requirements, and additional requirements specified in this document. It shall be the awarded Contractor's responsibility to acquire and utilize the necessary manuals and guidelines that apply to the work required to complete this project, 1. FLY AMERICA REQUIREMENTS 49 D.S.C. ~ 40118 41 CFR Part 301-10 Applicabilitv to Contracts The Fly America requirements apply to the transportation of persons or property, by air, between a place in the U.S. and a place outside the U.S" or between places outside the U.S., when the FTA will participate in the costs of such air transportation. Transportation on a foreign air carrier is permissible when provided by a forei~ln air carrier under a code share agreement when the ticket identifies the U.S. air carrier's designator code and flight number. Transportation by a foreign air carrier is also permissible if there is a bilateral or multilateral air transportation agreement to which the U.S. Government and a foreign government are parties and which the Federal DOT has determined meets the requirements of the Fly America Act. Flow Down Requirements The Fly America requirements flow down from FT A recipients and subrecipients to first tier contractors, who are responsible for ensuring that lower tier contractors and subcontractors are in compliance. Flv America Reauirements The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America" .A.ct) in accordance with the General Services Administration's regulations at 41 CFR Part 301- 10, which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 2, BUY AMERICA REQUIREMENTS 49 U,S.C. 5323(j) 49 CFR Part 661 Applicabilitv to Contracts: The Buy America requirements apply to the following types of contracts: Construction Contracts and Acquisition of Goods or Rolling Stock (valued at more than $100,000). 41 ,."...._.0'.'.._,._. "'lI' '1 II _. _ ,_"'__......"_~".~.._.,,.._ Agenda Item No, 16812 September 15, 2009 Flow Down: The Buy America requirements flow down from FTA recipiehf~ea"Wcff 89 subrecipients to first tier contractors, who are responsible for ensuring that lower tier contractors and subcontractors are in compliance. The $100,000 threshold applies only to the grantee contract, subcontracts under that amount are subject to Buy America. Buy America - The contractor agrees to comply with 49 U.S,C. 5323U) and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FT A-funded projects are produced in the United States, unless a waiver has been granted by FT A or the product is subject to a general waiver. General waivers are listed in 49 C.F,R. 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, and microcomputer equipment and software. Separate requirements for rolling stock are set out at 49 U.S,C. 5323U) (2) (C) and 49 C.F.R. 661.11. Rolling stock must be assembled in the United States and have a 60 percent domestic content. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (below) with all bids or offers on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors. D Certification requirement for procurement of steel, iron, or manufactured products. Certificate of Compliance with 49 U. S. C. 53230) (1) The bidder or offeror hereby certifies that it will meet the requirements of 49 U.S.C. 5323U) (1) and the applicable regulations in 49 C.F.R. Part 661.5. Date Signature . Company Name Title Certificate of Non-Compliance with 49 U.S,C. 53230) (1) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323U) (1) and 49 C.F.R. 661.5, but it may qualify for an exception pursuant to 49 U.S.C. 5323U) (2) (A), 5323U) (2) (B), or 5323(j) (2) (D), and 49 C.F.R. 661.7. Date Signature ___. Company Name Title 42 Agenda Item No, 16812 September 15, 2009 D Certification requirement for procurement of buses, other rolling stdC1i@"a#trf 89 associated equipment. Certificate of Compliance with 49 U.S.C. 5323lj) (2) (C). The bidder or offeror hereby certifies that it will comply with the requirements of 49 U.S.C. 5323U) (2) (C) arid the regulations at 49 C.F .R. Part 661.11" -) _ ~. '~) .,) Date _~~gu~! :.t1 , 2009 ", / .' . -I~'/ l< ':.~ Signature ___ (,/ !/ f /7 Company Name McDonald Transit Associates. Inc. Title Robert 1. Babbitt, President Certificate of Non-Compliance with 49 U.S.C. 5323(j)(2)(C) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11, but may qualify for an exception pursuant to 49 U.S.C. 53230)(2)(A), 53230)(2)(B), or 5323(j)(2)(O), and 49 CFR 661.7. Date Signature Company Name Title 3. CHARTER BUS REQUIREMENTS 49 U,S.C. 5323{d) 49 CFR Part 604 Applicabilitv to Contracts: The Charter Bus requirements apply to the following type of contract: Operational Service Contracts. Flow Down ReQuirements: The Charter Bus requirements flow down from FT A recipients and subrecipients to first tier service contractors. Charter Service Operations. The contractor agrees to comply with 49 U.S.C. 5:323(d) and 49 CFR Part 604, which provides that recipients and subrecipients of FT A assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 CFR 604.9. Any charter service provided under one of the exceptions must be "incidental," i.e., it must not interfere with or detract from the provision of mass transportation. 43 3. SCHOOL BUS REQUIREMENTS 49 U.S.C. 5323(F) 49 CFR Part 605 Agenda Item No. 16812 September 15, 2009 Page 50 of 39 Applicability to Contracts: The School Bus requirements apply to the following type of contract: Operational Service Contracts. Flow Down Requirements: The School Bus requirements flow down from FTA recipients and subrecipients to first tier service contractors. School Bus Operations - Pursuant to 69 U.S.C. 5323(f) and 49 CFR Part 605, recipients and subrecipients of FT A assistance may not engage in school bus operations exclusively for the transportation of students and school personnel in competition with private school bus operators unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption, recipients and subrecipients may not use federally funded equipment, vehicles, or facilities. 4. CARGO PREFERENCE REQUIREMENTS 46 U.S.C. 1241 46 CFR Part 381 Applicability to Contracts: The Cargo Preference requirements apply to all contracts involving equipment, materials, or commodities which may be transported by ocean vessels. Flow Down: The Cargo Preference requirements apply to all subcontracts when the subcontract may be involved with the transport of equipment, material, or commodities by ocean vessel. Cargo Preference - Use of United States-Flag Vessels - The contractor agrees: a. to use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; b. to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of -lading in English for each shipment of cargo described in the precedinq paraqraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FT A recipient (throuqh the contractor in the case of a subcontractor's bill-of-Iadinq.) c. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material. or commodities by ocean vessel. -.t-t 5, SEISMIC SAFETY REQUIREMENTS 42 U,S.C. 7701 et seq, 49 CFR Part 41 Agenda Item No. 16B 12 September 15. 2009 Page 51 of 89 Applicability to Contracts: The Seismic Safety requirements apply only to contracts for the construction of new buildings or additions to existing buildings. Flow Down: The Seismic Safety requirements flow down from FT A recipients and subrecipients to first tier contractors to assure compliance, with the applicable building standards for Seismic Safety, including the work performed by all subcontractors. Seismic Safety - The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for SE~ismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project. 6. ENERGY CONSERVATION REQUIREMENTS 42 U,S.C, 6321 et seq, 49 CFR Part 18 Applicability to Contracts: The Energy Conservation requirements are applicable to all contracts. Flow Down: The Energy Conservation requirements extend to all third party contractors and their contracts at every tier and subrecipients and their subagreements at every tier. Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state emergy conservation plan issued in compliance with the Energy Policy and Conservation Act. 7, CLEAN WATER REQUIREMENTS 33 U,S.C, 1251 Applicability to Contracts: The Clean Water requirements apply to each contract and subcontract which exceeds $100,000. Flow Down: The Clean Water requirements flow down to FTA recipients and subrecipients at every tier. Clean Water - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amE~nded, 33 U.S.C. 1251 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FT A and the appropriate EPA Regional Office. 45 Jl..genda Item r\!o, 16B 12 September 15, 2009 (2) The Contractor also agrees to include these requirements in each subcbnrraetof.39 exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 8. BUS TESTING 49 U.S.C. 5323(c) 49 CFR Part 665 Applicability to Contracts: The Bus Testing requirements pertain only to the acquisition of Rolling Stock/Turnkey. Flow Down: The Bus Testing requirements should not flow down, except to the turnkey contractor as stated in Master Agreement. Bus Testing - The Contractor [Manufacturer] agrees to comply with 49 U.S.C. A 5323(c) and FTA's implementing regulation at 49 CFR Part 665 and shall perform the following: 1) A manufacturer of a new bus model or a bus produced with a major change in components or configuration shall provide a copy of the final test report to the recipient at a point in the procurement process specified by the recipient which will be prior to the recipient's final acceptance of the first vehicle. 2) A manufacturer who releases a report under paragraph 1 above shall provide notice to the operator of the testing facility that the report is available to the public. 3) If the manufacturer represents that the vehicle was previously tested, the vehicle being sold should have the identical configuration and major components as the vehicle in the test report, which must be provided to the recipient prior to recipient's final acceptance of the first vehicle. If the configuration or components are not identical, the manufacturer shall provide a description of the change and the manufacturer's basis for concluding that it is not a major change requiring additional testing. 4) If the manufacturer represents that the vehicle is "grandfathered" (has been used in mass transit service in the United States before October 1, 1988, and is currently being produced without a major change in configuration or components), the manufacturer shall provide the name and address of the recipient of such a vehicle and the details of that vehicle's configuration and major components. o CERTIFICATION OF COMPLIANCE WITH FTA'S BUS TESTING REQUIREMENTS The undersigned [Contractor/Manufacturer] certifies that the vehicle offered in this procurement complies with 49 U.S.C. A 5323(c) and FTA's implementing regulation at 49 CFR Part 665. The undersigned understands that misrepresenting the testing status of a vehicle acquired with Federal financial assistance may subject the undersigned to civil penalties as outlined in the Department of Transportation's regulation on Program Fraud Civil Remedies, 49 CFR Part 31. In addition, the undersigned understands that FT A may suspend or debar a manufacturer under the procedures in 49 CFR Part 29. Date Signature _ Company Name Title -!.() Agenda Item No, 16812 September 15, 2009 Page 53 of 89 9. PRE-AWARD AND POST DELIVERY AUDITS REQUIREMENTS 49 U,S,C, 5323 49 CFR Part 663 Applicabilitv to Contracts: These requirements apply only to the acquisition of Rolling Stock/Turnkey. Flow Down: These requirements should not flow down, except to the turnkey contractor as stated in Master Agreement. Model Clause/Lanauage: Clause and language therein are merely suggested. 49 C.F.R. Part 663 does not contain specific language to be included in third party contracts but does contain requirements applicable to subrecipients and third party contractors. . Buy America certification is mandated under FT A regulation, "Pre-Award and Post-Delivery Audits of Rolling Stock Purchases," 49 C.F.R. 663.13. . "Buy America Requirements--Surface Transportation Assistance Act of 1982, as amended," . 49 C.F.R. 661.12, but has been modified to include FTA's Buy America requirements codified at 49 U.S.C. A 5323U). Pre-Award and Post-Delivery Audit Requirements - The Contractor agrees to comply with 49 U.S.C. 9 5323(1) and FTA's implementing regulation at 49 C.F.R. Part 663 and to submit the following certifications: (1) Buy America Requirements: The Contractor shall complete and submit a declaration certifying either compliance or noncompliance with Buy America. If the Bidder/Offeror certifies compliance with Buy America, it shall submit documentation which lists 1) component and subcomponent parts of the rolling stock to be purchased identified by manufacturer of the parts, their country of origin and costs; and 2) the location of the final assembly point for the rolling stock, including a description of the activities that will take place at the final assembly point and the cost of final assembly. (2) Solicitation Specification Requirements: The Contractor shall submit evidence that it will be capable of meeting the bid specifications. (3) Federal Motor Vehicle Safety Standards (FMVSS): The Contractor shall submit 1) manufacturer's FMVSS self-certification sticker information that the vehicle complies with relevant FMVSS or 2) manufacturer's certified statement that the contracted buses will not be subject to FMVSS regulations. D BUY AMERICA CERTIFICATE OF COMPLIANCE WITH FTA REQUIREMENTS FOR BUSES, OTHER ROLLING STOCK, OR ASSOCIATED EQUIPMENT (To be submitted with a bid or offer exceeding the small purchase threshold for Federal assistance programs, currently set at $100,000.) 47 Certificate of Compliance A.genda Item No. 16812 September 15, 2009 Page 54 of 89 The bidder hereby certifies that it will comply with the requirements of 49 U.S.C. Section 53230) (2) (C), Section 165(b) (3) of the Surface Transportation Assistance Act of 1982, as amended, and the regulations of 49 C.FR. 661.11: Date Signature Company Name Title Certificate of Non-Compliance The bidder hereby certifies that it cannot comply with the requirements of 49 U.S.C. Section 5323(j)(2)(C) and Section 165(b)(3) of the Surface Transportation Assistance Act of 1982, as amended, but may qualify for an exception to the requirements consistent with 49 U.S.C. Sections 5323(j)(2)(B) or U)(2)(D), Sections 165(b)(2) or (b)(4) of the Surface Transportation Assistance Act, as amended, and regulations in 49 C.F.R. 661.7. Date Signature ___________ Company Name Title 10. LOBBYING 31 U.S.C. 1352 49 CFR Part 19 49 CFR Part 20 Applicabilitv to Contracts: The Lobbying requirements apply to Construction/Architectural and Engineering/Acquisition of Rolling Stock/ Professional Service Contract/Operational Service Contract/Turnkey contracts. Flow Down: The Lobbying requirements mandate the maximum flow down, pursuant to Byrd Anti-Lobbying Amendment, 31 U.S.C. S 1352(b)(5) and 49 C.F.R. Part 19, Appendix A, Section 7. Byrd Anti-Lobbying Amendment, 31 U.5,C. 1352, as amended by the Lobbying Disclosure Act of 1995, P,L. 104-65 [to be codified at 2 U,5.C. 9 1601, et seq,] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or -t~ Agenda Item No. 16812 September 15, 2009 award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier tg~~r5~pof 89 to the recipient. APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING D Certification for Contracts. Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned Robert 1. Babbitt, President McDonald Transit Associates, Inc. (Contractor) certifies. to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned. to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any FI3deral contract. the making of any Federal grant, the making of any Federal loan. the entering into of any cooperative agreement, and the extension. continuation, renewal, amendment, or modification of any Federal contract, grant, loan. or coopE!rative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency. a Member of Congress, an officer or employee of Congress, or an employee of a ME~mber of Congress in connection with this Federal contract, grant. loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as am<<:mded by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31. U.S.C. S 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to fHe the required certification shall be subject to a civil penalty of not less than $10.000 and not more than $100,000 for each such failure. Note: Pursuant to 31 U.S.C. S 1352(c)(1 )-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] 49 Agenda item No. 16812 September 15, 2009 The Contractor, Robert T. Babbitt, President McDonald Transit Associat~~glr?8. :f 89 certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official Robert T. Babbitt, President Name and Title of Contractor's Authorized Official Auqust 31,2009 Date 11. ACCESS TO RECORDS AND REPORTS 49 U.S.C. 5325 18 CFR 18.36 (i) 49 CFR 633.17 Applicabilitv to Contracts: Reference Chart "Requirements for Access to Records and Reports by Type of Contracts" Flow Down: FTA does not require the inclusion of these requirements in subcontracts. Access to Records - The following access to records requirements apply to this Contract: 1. Where the Purchaser is not a State but a local government and is the FT A Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FT A Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C,F.R. 633.17 to provide the FT A Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. 2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FT A Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at $100,000. 3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FT A Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees 50 Agenda Item No, 16812 September 15, 2009 to provide the Purchaser, FT A Administrator, the Comptroller General of thl~J~iPJcff 89 States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. 4. Where any Purchaser which is the FT A Recipient or a subgrantee of thEl FT A Recipient in accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agr€~es to maintain same until the Purchaser, the FT A Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i) (11). R f A R d dR b T fC equirements or ccess to ecor san eports y pes 0 ontract Contract Operational Turnkey Construction Architectur Acquisitic)f,! Profession Characteri Service. al ofRollingr al Services Contract Engineerin Stock .J :~ stics " . g' , .,' I State Grantees None Those None None None None im posed a. on state Contracts None pass thru Yes, if non- None None None below SAT unless 1 to competitive unless unless unless ($100,000) non- Contractor award or if non- non- non- competitive funded competi- competi- competi- awa rd thru2 tive award tive award tive award b. 5307/5309/ Contracts 5311 above I $100,OOO/C apital I. Projects II Non State Grantees Those Yes3 imposed Yes Yes Yes Yes a. on non- Contracts Yes3 state Yes Yes Yes Yes below SAT Grantee ($100,000) pass thru b. to 51 n.....~..... t::.Q,-".f Contracts Contractor ;::;; '- .--' above $100,OOO/C apital Projects Agenda Item No. 16812 September 15. 2009 89 Sources of Authority: 149 USC 5325 (a) .t. 49 CFR 633.17 .; 18 CFR 18.36 (i) 12. FEDERAL CHANGES 49 CFR Part 18 Applicabilitv to Contracts: The Federal Changes requirement applies to all contracts. Flow Down: The Federal Changes requirement flows down appropriately to each applicable changed requirement. Federal Changes - Contractor shall at all times comply with all applicable FT A regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FT A, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 13. BONDING REQUIREMENTS A Bid will not be considered or accepted unless at the time of Bid filing the same shall be accompanied by a cashiers check, a cash bond posted with the County Clerk, a certified check payable to Owner on some bank or trust company located in the State of Florida insured by the Federal Deposit Insurance Corporation, or Bid Bond, in an amount not less than 5% of the bidder's maximum possible award (base bid plus all add alternates) (collectively referred to herein as the "Bid Deposit"). The Bid Deposit shall be retained by Owner as liquidated damages if the Successful Bidder fails to execute and deliver to Owner the unaltered Agreement, or fails to deliver the required Performance and Payment Bonds or Certificates of Insurance, all within ten (10) calendar days after receipt of the Notice of Award. Bid Bonds shall be executed by a corporate surety licensed under the laws of the State of Florida to execute such bonds, with conditions that the surety will, upon demand, forthwith make payment to Owner upon said bond. Bid Deposits of the three (3) lowest Bidders shall be held until the Agreement has been executed by the Successful Bidder and same has been delivered to Owner together with the required bonds and insurance, after which all three (3) Bid Deposits shall be returned to the respective Bidders. All other Bid Deposits shall be released within ten (10) working days of the Bid Opening. No Bid including alternates, shall be withdrawn within one hundred and twenty (120) days after the public opening thereof. If a Bid is not accepted within said time period it shall be deemed rejected and the Bid Deposit shall be returned to Bidder. In the event that the Owner awards the contract prior to the expiration of the 120 day period without selecting any or all alternates, the Owner shall retain the right to subsequently award to the Successful Bidder said alternates at a later time but no later than 120 days from opening, unless otherwise agreed by the Purchasing Director and the Successful Bidder. 52 Flow Down: Bonding requirements flow down to the first tier contractors. Agenda Item No. 16B 12 September 15, 2009 Page 59 of 89 Bid Bond Requirements (Construction) (a) Bid Security A Bid Bond must be issued by a fully qualified surety company acceptable to (Recipient) and listed as a company currently authorized under 31 CFR, Part 223 as possessing a Certificate of Authority as described thereunder. (b) Rights Reserved In submitting this Bid, it is understood and agreed by bidder that the right is reserved by (Recipient) to reject any and all bids, or part of any bid, and it is agreed that the Bid may not be withdrawn for a period of [ninety (90)] days subsequent to the opening of bids, without the written consent of (Recipient). It is also understood and agreed that if the undersigned bidder should withdraw any part or all of his bid within [ninety (90)] days after the bid opening without the written consent of (Recipient), shall refuse or be unable to enter into this Contract, as provided above, or refuse or be unable to furnish adequate and acceptable Performance Bonds and Labor and Material Payments Bonds, as provided above, or refuse or be unable to furnish adequate and acceptable insurance, as provided above, he shall forfeit his bid security to the extent of (Recipient's) damages occasioned by such withdrawal, or refusal, or inability to enter into an agreement, or provide adequate security therefor. It is further understood and agreed that to the extent the defaulting bidder's Bid Bond, Certified Check, Cashier's Check, Treasurer's Check, and/or Official Bank Check (excluding any income generated thereby which has been retained by (Recipient) as provided in [Item x "Bid Security" of the Instructions to Bidders]) shall prove inadE!quate to fully recompense (Recipient) for the damages occasioned by default, then the undersigned bidder agrees to indemnify (Recipient) and pay over to (Recipient) the difference between the bid security and (Recipient's) total damages, so as to make (Recipient) whole. The undersigned understands that any material alteration of any of the above or any of the material contained on this form, other than that requested, will render the bid unresponsive. Performance and Payment Bonding Requirements (Construction) A contractor or vendor shall provide a surety bond from a surety company to guarantee full and faithful performance of a contract obligation and the payment of labor and material expended pursuant to a contract whenever, and in such amounts, as required by statute or otherwise as deemed necessary by the Purchasing Director. An irrevocable letter of credit from a financial institution operating within the State of Florida (or other alternative forms of surety as permitted under Florida law) may be suffiC!ient in place of the performance bond if so provided for in the bid and contract documents. All such bonds or letters of credit shall be approved as to form by the County Attorney. A. Contractor shall provide Performance and Payment Bonds in the amount of 100% of the Contract Amount, the costs of which are to be paid by Contractor. The Performance and Payment Bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to Owner; provided, however, 53 Agenda Item No, 16812 September 15. 2009 the surety shall meet the requirements of the Department of the Treasurf~rs8~pf 89 Service, "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsurance Companies" circular. This circular may be accessed via the web at www.fms.treas.qov/c570/c570.html#certified. Should the Contract Amount be less than $500,000, the requirements of Section 287.0935, F.S. shall govern the rating and classification of the surety. B. If the surety for any bond furnished by Contractor is declared bankrupt, becomes insolvent, its right to do business is terminated in the State of Florida, or it ceases to meet the requirements imposed by the Contract Documents, the Contractor shall, within five (5) calendar days thereafter, substitute at its cost and expense another bond and surety, both of which shall be subject to the Owner's approval. Advance Payment Bonding Requirements The Contractor may be required to obtain an advance payment bond if the contract contains an advance payment provision and a performance bond is not furnished. The (recipient) shall determine the amount of the advance payment bond necessary to protect the (Recipient). Patent Infringement Bonding Requirements (Patent Indemnity) The Contractor may be required to obtain a patent indemnity bond if a performance bond is not furnished and the financial responsibility of the Contractor is unknown or doubtful. The (recipient) shall determine the amount of the patent indemnity to protect the (Recipient). Warranty of the Work and Maintenance Bonds 1. The Contractor warrants to (Recipient), the Architect and/or Engineer that all materials and equipment furnished under this Contract will be of highest quality and new unless otherwise specified by (Recipient), free from faults and defects and in conformance with the Contract Documents. All work not so conforming to these standards shall be considered defective. If required by the [Project Manager], the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 2. The Work furnished must be of first quality and the workmanship must be the best obtainable in the various trades. The Work must be of safe, substantial and durable construction in all respects. The Contractor hereby guarantees the Work against defective materials or faulty workmanship for a minimum period of one (1) year after Final Payment by (Recipient) and shall replace or repair any defective materials or equipment or faulty workmanship during the period of the guarantee at no cost to (Recipient). As additional security for these guarantees, the Contractor shall, prior to the release of Final Payment [as provided in Item X below], furnish separate Maintenance (or Guarantee) Bonds in form acceptable to (Recipient) written by the same corporate surety that provides the Performance Bond and Labor and Material Payment Bond for this Contract. These bonds shall secure the Contractor's obligation to replace or repair defective materials and faulty workmanship for a minimum period of one (1) year after Final Payment and shall be written in an amount equal to ONE HUNDRED PERCENT (100%) of the CONTRACT SUM, as adjusted (if at all). 54 14. CLEAN AIR Agenda Item No. 16812 September 15, 2009 Pcrge-€4 of 89 42 U.S.C. 7401 et seq 40 CFR 15,61 49 CFR Part 18 Applicabilitv to Contracts: The Clean Air requirements apply to all contracts exceeding $100,000, including indefinite quantities where the amount is expected to exceed $100,000 in any year. Flow Down: The Clean Air requirements flow down to all subcontracts which exceed $100,000. Clean Air - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. SS 7401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FT A and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 15. RECYCLED PRODUCTS 42 U.S,C, 6962 40 CFR Part 247 Executive Order 12873 Applicabilitv to Contracts: The Recycled Products requirements apply to all contracts for items designated by the EPA, when the purchaser or contractor procures $10,000 or more of one of these items during the fiscal year, or has procured $10,000 or more of such items in the previous fiscal year, using Federal funds. New requirements for "recovered materials" will become effective May 1, 1996. These new regulations apply to all procurement actions involving items designated by the EPA, where the procuring agency purchases $10,000 or more of one of these items in a fiscal year, or when the cost of such items purchased during the previous fiscal year was $10,000. Flow Down: These requirements flow down to all to all contractor and subcontractor tiers. Recovered Materials - The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. 55 Agenda Item No. 16812 September 15, 2009 16. DAVIS-BACON AND COPELAND ANTI-KICKBACK ACTS Page 62 of 89 Backqround and Application The Davis-Bacon and Copeland Acts are codified at 40 use 3141, et seq. and 18 USC 874. The Acts apply to grantee construction contracts and subcontracts that "at least partly are financed by a loan or grant from the Federal Government." 40 USC 3145(a), 29 CFR 5.2(h), 49 CFR 18.36(i) (5). The Acts apply to any construction contract over $2,000. 40 USC 3142(a), 29 CFR 5.5(a). 'Construction,' for purposes of the Acts, includes "actual construction, alteration and/or repair, including painting and decorating." 29 CFR 5.5(a). The requirements of both Acts are incorporated into a single clause (see 29 CFR 3.11) enumerated at 29 CFR 5.5(a) and reproduced below. Clause Lanquaqe Davis-Bacon and Copeland Anti-Kickback Acts (1) Minimum wages - (i) All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1 (b )(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1 )(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, That the employer's payroll records accurately set forth the time spent in each dassification in which work is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph (1 )(ii) of this section) and the Davis-Bacon poster (WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii)(A) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: 56 Agenda Item No. 16812 September 15, 2009 Page 63 of 89 (1) Except with respect to helpers as defined as 29 CFR 5.2(n)(4), the work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination; and (4) With respect to helpers as defined in 29 CFR 5.2(n) (4), such a classification prevails in the area in which the work is performed. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification .action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 3D-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1 )(ii) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. 57 Agenda Item No, 16812 September 15, 2009 Page 64 of 89 (v)(A) The contracting officer shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefor only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination with 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(v) (8) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (2) Withholding - Collier County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the 58 Agenda Item No, 16812 Septemb'3r 15. 2009 project), all or part of the wages required by the contract, the Collier County mCr,9affgr>f 89 written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3) Payrolls and basic records - (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b) (2) (B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1 )(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to Collier County for transmission to the Federal Transit Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under section 5.5(a) (3) (i) of Regulations, 29 CFR part 5. This information may be submitted in any form desired. Optional Form WH- 347 is available for this purpose and may be purchased from the SuperintendBnt of Documents (Federal Stock Number 029-005-00014-1), U.S. Government Printing Office, Washington, DC 20402. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervisHs the payment of the persons employed under the contract and shall certify the following: (1) That the payroll for the payroll period contains the information required to be maintained under section 5.5(a) (3) (i) of Regulations, 29 CFR part 5 and that such information is correct and complete; (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; 59 Agenda Item No, 1 6B 12 September 15. 2009 Page 66 of 39 (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the Federal Transit Administration or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees - (i) Apprentices - Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed 60 Agenda Item No. 16812 September 15, 2009 on the wage determination for the applicable classification. If the AdministratofE6ft~~of 89 Wage and Hour Division of the U.S. Department of Labor determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees - Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payrol.l at a trainee rate that is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal emplovment opportunity - The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. (5) Compliance with Copeland Act requirements - The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the Federal Transit Administration may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. (7) Contract termination: debarment - A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. 61 ,~genda Item No. 16812 September 15, 2009 Page 68 of 89 (8) Compliance with Davis-Bacon and Related Act requirements - All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards - Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency. the U.S. Department of Labor, or the employees or their representatives. (10) Certification of eligibility - (i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (Hi) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. 17. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT Backaround and Application The Contract Work Hours and Safety Standards Act is codified at 40 USC 3701, et seq. The Act applies to grantee contracts and subcontracts "financed at least in part by loans or grants from... the [Federal] Government." 40 USC 3701 (b) (1) (B) (iii) and (b) (2), 29 CFR 5.2(h), 49 CFR 18.36(i) (6). Although the original Act required its application in any construction contract over $2,000 or non-construction contract to which the Act applied over $2,500 (and language to that effect is still found in 49 CFR 18.36(i)(6)), the Act no longer applies to any "contract in an amount that is not greater than $100,000." 40 USC 3701 (b) (3) (A) (iii). The Act applies to construction contracts and, in very limited circumstances, non-construction projects that employ "laborers or mechanics on a public work." These non-construction applications do not generally apply to transit procurements because transit procurements (to include rail cars and buses) are deemed "commercial items." 40 USC 3707, 41 use 403 (12). A grantee that contemplates entering into a contract to procure a developmental or unique item should consult counsel to determine if the Act applies to that procurement and that additional language required by 29 CFR 5.5(c) must be added to the basic clause below. The clause language is drawn directly from 29 CFR 5.5(b) and any deviation from the model clause below should be coordinated with counsel to ensure the Act's requirements are satisfied. (<~ Clause Lanauaae Agenda Item No, 16812 September 15, 2009 Page 69 of 89 Contract Work Hours and Safety Standards (1) Overtime requirements - No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborElrs or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation .of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of th is section. (3) Withholding for unpaid wages and liquidated damages - Collier County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally- assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. (4) Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lowl3r tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this sE:lction. 18. r RESERVED 1 19. NQ GOVERNMENT OBLIGATION TO THIRD PARTIES Applicabilitv to Contracts: Applicable to all contracts. Flow Down: Not required by statute or regulation for either primary contractors or subcontractors, this concept should flow down to all levels to clarify, to all parties to the contract, that the Federal Government does not have contractual liability to third parties, absent specific written consent. 63 No Obligation by the Federal Government. ,Agenda item No. 16812 September 15. 2009 Page 70 of 89 (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FT A. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 20. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS 31 U.S.C. 3801 et seq. 49 CFR Part 3118 U.S.C. 1001 49 U.S.C. 5307 Applicabilitv to Contracts: These requirements are applicable to all contracts. Flow Down: These requirements flow down to contractors and subcontractors who make, present, or submit covered claims and statements. Program Fraud and False or Fraudulent Statements or Related Acts. (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. ~ 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Actor 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FT A under the authority of 49 U.S.C. ~ 5307, the Government reserves the right to impose the penalties of 18 U.S.C. ~ 1001 and 49 U.S.C. ~ 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (\4 Agenda Item No, 16B 12 September 15, 2009 (3) The Contractor agrees to include the above two clauses in each subt8Rfr~tef 89 financed in whole or in part with Federal assistance provided by FT A. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 21, TERMINATION 49 U.S,C. Part 18 FT A Circular 4220.1 E Applicabilitv to Contracts: All contracts (with the exception of contracts with nonprofit organizations and institutions of higher education,) in excess of $10,000 shall contain suitable provisions for termination by the grantee including the manner by which it will be effected and the basis for settlement. (For contracts with nonprofit organizations and institutions of higher education the threshold is $100,000.) In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor. Flow Down: The termination requirements flow down to all contracts in excess of $10,000, with the exception of contracts with nonprofit organizations and institutions of higher learning. a, Termination for Convenience (General Provision) The (Recipient) may terminate this contract, in whole or in part, at any time by written notice to the Contractor whE3n it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to (Recipient) to be paid the Contractor. If the Contractor has any property in its possession belonging to the (Recipient), the Contractor will account for the same, and dispose of it in the manner the (Recipient) directs. b, Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the (Recipient) may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the (Recipient) that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the (Recipient), after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 65 ,!\genda Item No. 16812 September 15, 2009 c. Opportunity to Cure (General Provision) The (Recipient) in its sole discreti8r'rmJ~,of 89 in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to (Recipient)'s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of written notice from (Recipient) setting forth the nature of said breach or default, (Recipient) shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude (Recipient) from also pursuing all available remedies against Contractor and its sureties for said breach or default. d, Waiver of Remedies for any Breach In the event that (Recipient) elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient)'s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. e. Termination for Convenience (Professional or Transit Service Contracts) The (Recipient), by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. f. Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. g. Termination for Default (Transportation Services) If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and (Recipient) shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. 66 Agenda Item No. 16B12 September 15, 2009 Page 73 of 89 If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the (Recipient). h, Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the Recipient may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Recipient resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the Recipient in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if- 1. The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. The contractor, within [10] days from the beginning of any delay, notifies the (Recipient) in writing of the causes of delay. If in the judgment of the (Recipient), the delay is excusable, the time for completing the work shall be extended. The judgment of the (Recipient) shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Recipient. i. Termination for Convenience or Default (Architect and Engineering) The (Recipient) may terminate this contract in whole or in part, for the Recipient's convenience or because of the failure of the Contractor to fulfill the contract obligations. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. (,7 ,Agenda Item ~'Jo. 16812 September 15, 2009 If the termination is for the convenience of the Recipient, the Contracting Offi&i-gsH~lpf 89 make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Recipient. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. j. Termination for Convenience of Default (Cost-Type Contracts) The (Recipient) may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of the (Recipient) or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the (Recipient), or property supplied to the Contractor by the (Recipient). If the termination is for default, the (Recipient) may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the (Recipient) and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the (Recipient), the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the (Recipient) determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the contractor, the (Recipient), after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 22. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) BackQround and Applicability In conjunction with the Office of Management and Budget and other affected Federal agencies, DOT published an update to 49 CFR Part 29 on November 26, 2003. This government-wide regulation implements Executive Order 12549, Debarment and Suspension. Executive Order 12689, Debarment and Suspension, and 31 U.S.C, 6101 note (Section 2455, Public Law 103- 355, 108 Stat. 3327). The provisions of Part 29 apply to all grantee contracts and subcontracts at any level expected to equal or exceed $25,000 as well as any contract or subcontract (at any level) for Federally required auditing services. 49 CFR 29.220(b), This represents a change from prior practice in that the dollar threshold for application of (,~ Agenda Item No. 16812 September 15, 2009 these rules has been lowered from $100,000 to $25,000. These are contra~t~eah5dof 89 subcontracts referred to in the regulation as "covered transactions." Grantees, contractors, and subcontractors (at any level) that enter into covered transactions are required to verify that the entity (as well as its principals and affiliates) they propose to contract or subcontract with is not excluded or disqualified. They do this by (a) Checking the Excluded Parties List System, (b) Collecting a certification from that person, or (c) Adding a clause or condition to the contract or subcontract. This represents a change from prior practice in that certification is still acceptable but is no longer required. 49 CFR 29.300. Grantees, contractors, and subcontractors who enter into covered transactions also must require the entities they contract with to comply with 49 CFR 29, subpart C and include this requirement in their own subsequent covered transactions (i.e., the requirement flows down to subcontracts at all levels). Suspension and Debarment This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to , the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to includE~ a provision requiring such compliance in its lower tier covered transactions. 23. PRIVACY ACT 5 U,S.C, 552 Applicability to Contracts: When a grantee maintains files on drug and alcohol enforcement activities for FT A, and those files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply to all contracts. Flow Down: The Federal Privacy Act requirements flow down to each third party contractor and their contracts at every tier. Contracts Involving Federal Privacy Act Requirements - The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: 69 A.genda Item No, 16812 September 15, 2009 (1) The Contractor agrees to comply with, and assures the compliance of its em~F6YJJlsOf 89 with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. 9 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. (2) The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FT A. 24. CIVIL RIGHTS REQUIREMENTS 29 U.S.C. ~ 623, 42 U.S.C. ~ 2000 42 U.S.C. ~ 6102, 42 U.S.C. ~ 12112 42 U.S.C. ~ 12132, 49 U.S,C. ~ 5332 29 CFR Part 1630, 41 CFR Parts 60 et seq. Applicability to Contracts: The Civil Rights Requirements apply to all contracts. Flow Down: The Civil Rights requirements flow down to all third party contractors and their contracts at every tier. Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. 9 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. S 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. 9 12132, and Federal transit law at 49 U.S.C. S 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FT A may issue. (2) Equal Emplovment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Oriqin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. 9 2000e, and Federal transit laws at 49 U.S.C. 9 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U,S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. 92000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the 70 Agenda Item I'Jo. 16812 September 15, 2009 course of the Project. The Contractor agrees to take affirmative action to ens6f~~K'~ef 89 applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of payor other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) AQe - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. S S 623 and Federal transit law at 49 U.S.C. S 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FT A may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. S 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FT A may issue. (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FT A, modified only if necessary to identify the affected parties. 25. BREACHES AND DISPUTE RESOLUTION 49 CFR Part 18 FTA Circular 4220,1E Applicability to Contracts: All contracts in excess of $100,000 shall contain provisions or conditions which will allow for administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as may be appropriate. This may include provisions for bonding, penalties for late or inadequate performance, retained earnings, liquidated damages or other appropriate measures. Flow Down: The Breaches and Dispute Resolutions requirements flow down to all tiers. Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of (Recipient)'s [title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the [title of employee] shall be binding upon the Contractor and the Contractor shall abide be the decision. 71 Agenda Item No. 16B 12 September 15, 2009 Performance During Dispute - Unless otherwise directed by (Recipient), COhwactdflf 89 shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the (Recipient) and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the (Recipient) is located. Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the (Recipient), (Architect) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 26, PATENT AND RIGHTS IN DATA 37 CFR Part 401 49 CFR Parts 18 and 19 Applicabilitv to Contracts: Patent and rights in data requirements for federally assisted projects ONL Y apply to research projects in which FTA finances the purpose of the grant is to finance the development of a product or information. These patent and data rights requirements do not apply to capital projects or operating projects, even though a small portion of the sales price may cover the cost of product development or writing the user's manual. Flow Down: The Patent and Rights in Data requirements apply to all contractors and their contracts at every tier. CONTRACTS lNVOL V1NG EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK. A. Rights in Data - This following requirement applies to each contract involving experimental, developmental or research work: (1) The term "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the contract. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer 72 Agenda Item No, 16812 September 15, 2009 ftw .. d' d . t d t' 'fi t' t' d d Paoe 79 of 89 so are. englneenngrawmgs anassocla e dsts, specl Ica Ions, san 'ar S, process sheets, manuals, technical reports. catalog item identifications. and related information. The term "subject data" does not include financial reports. cost analyses. and similar information incidental to contract administration. (2) The following restrictions apply to all subject data first produced in the performance of the contract to which this Attachment has been added: (a) Except for its own internal use, the Purchaser or Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Purchaser or Contractor authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the relea,se of such data to the public; this restriction on publication. however. does not apply to any contract with an academic institution. (b) In accordance with 49 C.F.R. 9 18.34 and 49 C.F.R. S 19.36, the Federal Government reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use. for "Federal Government purposes," any subject data or copyright described in subsections (2)(b)1 and {2)(b}~ of this clause below. As used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the Federal Government Without the copyright owner's consent, the Federal Government may not extend its Federal license to any other party. 1. Any subject data developed under that contract, whether or not a copyright has been obtained; and 2. Any rrghts of copyright purchased by the Purchaser or Contractor using Federal assistance in whole or in part provided by FT A. (c) When FTA awards Federal assistance for experimental. developmental. or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FT A determines otherwise. the Purchaser and the Contractor performing experimenlal, developmental, or research work required by the undE~rlying contract to which this Attachment is added agrees to permit FT A to make available to the public, either FT A's license in the copyright to any subject data developed in the course of that contract, or a copy of the subject data first produced under the contract for which a copyright has not been obtained. If the experimental, developmental. or research work, which is the subject of the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined to subsection (a) of this clause and shall be delivered as the F!~deral Government may direct. This subsection (c) , however, does not apply to adaptations of automatic data processing equipment or programs for the Purchaser or Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FT A for transportation capital projects. (d) Unless prohibited by state law, upon request by the Federal Government, the Purchaser and the Contractor agree to indemnify, save, and hold harmless the FHderal Government, tts officers, agents, and employees acting within the scope of their official duties against any liabillty, including costs and expenses, resulting from any willful or intentional violation by the Purchaser or Contractor of proprietary rights, copyrights, or 73 Agenda Item No, 16812 Se;Jtember 15, 2009 . h f' '. f th bl' t' I . d' d ,. Paoe 80 of 89 ng t 0 privacy, anslng out 0 e pu IGa lon, trans atlon, repro uctlon. e fvery. use. or disposition of any data furnished under that contract. Neither the Purchaser nor the Contractor shall be required to indemnrfy the Federal Government for any such liability arising out of the vvrongful act of any employee, official. or agents of the Federal Government. (e) Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right other\^lise granted to the Federal Government under any patent. (f) Data developed by the Purchaser or Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections (b), (c), and (d) of this clause. provided that the Purchaser or Contractor identifies that data in writing at the time of delivery of the contract work. (g) Unless FT A determines othervvise, the Contractor agrees to include these requirements in each subcontract for experimental. developmental, or research work financed in whole or in part with Federal assistance provided by FT A. (3) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (~. a large business, small business, state government or state instrumentality. local government, nonprofit organization, institution of higher education. individual. etc.). the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA those rights in that invention due the Federal Government as described in U,S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants. Contracts and Cooperative Agreements," 37 C.F.R. Part 401. (4) The Contractor also agrees to include these requirements in each subcontract for experimental. developmental. or research 'NorK financed in '.'IIhole or in part v...ith Federal assistance provided by FTA. 8. Patent Rights - The following requirements apply to each contract involving experimental, developmental, or research work: (1) General - If any invention, improvement. or discovery is conceived or first actually reduced to practice in the course of or under the contract to \vhich this Attachment has been added, and that invention, improvement. or discovery is patentable under the laws of the United States of America or any foreign country, the Purchaser and Contractor agree to take actions necessary to provide immediate notice and a detailed report to the party at a higher tier untll FT A is ultimately notified. (2) Unless the Federal Government later makes a contrary determination in writing. irrespective of the Contractor's status {a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education. individual), the Purchaser and the Contractor agree to take the necessary actions to provide. through FT A, those rights in that invention due the --+ Agenda Item No. 16B 12 September 15, 2009 . . P:3qe 81 of 89 Federal Government as descnbed In U.S. Department of Commerce regurauons, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401. (3) The Contractor also agrees to include the requirements of this clause in each subcontract for experimental. developmental. or research work financed in whole or in part with Federal assistance provided by FT A. 27. TRANSIT EMPLOYEE PROTECTIVE AGREEMENTS 49 U.S.C. 9 5310, ~ 5311, and 9 5333 29 CFR Part 215 Applicability to Contracts: The Transit Employee Protective Provisions apply to each contract for transit operations performed by employees of a Contractor recognized by FTA to be a transit operator. (Because transit operations involve many activities apart from directly driving or operating transit vehicles. FT A determines which activities constitute transit "operations" for purposes of this clause.) Flow Down: These provisions are applicable to all contracts and subcontracts at every tier. Transit Employee Protective Provisions. (1) The Contractor agrees to the comply with applicable transit employee protective requirements as follows: (a) General Transit Employee Protective Reguirements - To the extent that FTA determines that transit operations are invo!ved, the Contractor agrees to carry Ciut the transit operations work on the underlying contract in compliance "-"lith terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this contract and to meet the employee protective requirements of 49 U.S.C. A 5333(b), and U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FT A applicable to the FTA Recipient's project from which Federal assistance is provided to support work on the und~::rlying contract The Contractor agrees to carry out that work in compliance wfth the conditions stated in that U.S. DOL letter. The requirements of this subsection (1). however, do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C, S 5310(a)(2), or for projects for nonurbanized areas authorized by 49 U.S.C. S 5311. Alternate provisions for those projects are set forth in subsections (b) and (c).Jf this clause. (b) Transit Employee Protective Requirements for Projects Authorjzed bv 49 U,S.C. & 5310(a)(2) for Elderlv Individuals and Individuals with Disabilities - If the contract invofves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. 9 5310(a}(2), and if the U.S. Secretary of Transportation has determined or determines in the future that the employee protective requirements of 49 U.S.C. S 5333(b) are necessary or appropriate for the state and the public body subrecipient for which work is performed on the underlying contract, the Contractor agrees to carry out the Project in compliance with the terms and conditions determined by the U.S. Secretary of labor to meet the requirements of 49 U.S.C. 9 5333(b), u.s. ..,- i) ,ll.genda Item No, 16812 September 15, 2009 DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These te~e~Acff.39 conditions are identified in the U.S. DOL's letter of certification to FT A, the date of which is set forth Grant Agreement or Cooperative Agreement with the state. The Contractor agrees to perform transit operations in connection ',vith the underlying contract in compliance with the conditions stated in that US. DOL letter. (c) Transit Employee Protective Requirements for Proiects Authorized by 49 U.S.C. ~ 5311 in Nonurbanized Areas ~ If the contract involves transit operations financed in whole or in part with Federaf assistance authorized by 49 U.S.C. 9 5311, the Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.s. Secretaries of Transportation and Labor, dated May 31. 1979, and the procedures implemented by U.S. DOL or any revision thereto. (2) The Contractor also agrees to include the any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FT A. 28. DISADVANTAGED BUSINESS ENTERPRISE (OBE) 49 CFR Part 26 BackQround and Applicability The newest version on the Department of Transportation's Disadvantaged Business Enterprise (DBE) program became effective July 16, 2003. The rule provides guidance to grantees on the use of overall and contract goals, requirement to include DBE provisions in subcontracts, evaluating DBE participation \Nhere specific contract goals have been set, reporting requirements, and replacement of DBE subcontractors. Additionally, the DBE program dictates payment terms and conditions (including limitations on retainage) applicable to all subcontractors regardless of whether they are DBE firms or not. The DBE program applies to all DOT.assisted contracting activities. A formal clause such as that below must be included in all contracts above the micro-purchase level. The requirements of clause subsection b flov", dovm to subcontracts. A substantial change to the payment proviSions in this newest version of Part 26 concerns retainage (see section 26.29), Grantee choices concerning retainage should be reflected in tile ianguage choices in clause subsection d. Disadvantaged Business Enterprises a. This contract is subject to the requirements of Title 49. 49 Code of Federal Regulations. Part 26. Participation by Disadvantaged Enterprises in Department of Transportation Financial ,Assistance Programs, Collier .A.rea Transit's goal for DBE participation is 12.06%, b. A separate contract goal has not been established for this procurement c. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by the contractor to carry out these ~6 Agenda Item No. 16812 September 15, 2009 . . t . I b h f h' t h' h [raGe 83 of 89 reqUirements IS a ma ena reac 0 t IS contrac. W IC may resu In flie termination of this contract or such other remedy as Collier County deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). d. The successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance. In order to comply with the provisions of 49 CFR 26, the bidder/offeror agrees to the following: · Bid Opportunity List - shall submit with all Requests for Proposals and Invitations For Bid. · Anticipated DBE Participation Statement - shall submit with all Requests for Proposals and Invitations For Bid. · DBE Directory - the bidder/offeror may use the on tine DBE directory, BizNet. www.bipincwebapPs,com/biznetfloridaJ to locate ready, willing. and able D8E's to perform sub-contractor work or sub-consultant work on USDOT assisted contracts. · Subcontractor Payment Report - shall submit monthly to comply with monitoring requirements of 49 CFR 26. e. The contractor is required to pay its subcontractors performing work related to thiS contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from CoHier County. In addition, the contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor's viork related to this contract is satisfactorHy completed. f. The contractor must promptly notify Collier County, vvhenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of CoWer County. 29. r RESERVED 1 30, INCORPORATION OF FEDERAL TRANSIT ADMINiSTRATION {FTA) TERMS FTA Circular 4220.1E Applicability to Contracts: The incorporation of FT A terms appHes to all contracts. Flow Down: The incorporation of FT A terms has unlimited flow down. Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part. certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FT A Circular 4220.1 E, are hereby incorporated by reference. Anything to the contrary herein not\'vithstanding, all FT A mandated terms shall be deemed to control in the event of a conflict with other ...,.,. i I ,Ll,genda Item No, 16812 September 15, 2009 provisions contained in this Agreement. The Contractor shall not perform any a~t:Thfflgf 89 perform any act. or refuse to comply with any (name of grantee) requests which vvould cause (name of grantee) to be in violation of the FTA terms and conditions. 31. DRUG AND ALCOHOL TESTING 49 U.S.C. 95331 49 CFR Parts 653 and 654 Applicability to Contracts: The Drug and Alcohol testing provisions apply to Operational Service Contracts. Flow Down ReQuirements: Anyone who performs a safety-sensitive function for the recipient or subrecipient is required to comply with 49 CFR 653 and 654, with certain exceptions for contracts involving maintenance services. rl.~aintenance contractors for non-urbanized area formula program grantees are not subject to the rules. Also. the rutes do not apply to maintenance subcontractors. (ntroduction FT A's drug and alcohol rules. 49 CFR 653 and 654. respectively, are unique among the regulations issued by FT A. First. they require recipients to ensure that any entity performing a safety-sensitive function on the recipient's behalf (usually subrecipients and/or contractors) implement a complex drug and alcohol testing program that complies with Parts 653 and 654. Second, the rules condition the receipt of certain kinds of FT A funding on the recipient's compliance with the rules; thus. the recipient is not in compHance with the rules unless every entity that performs a safety-sensitive function on the recipient's behalf is ~n compliance with the rules. Third, the rules do not specify how a recipient ensures that its subrecipients and/or contractors comply \vlth them. Explanation of Model Contract Clauses: Collier County relies on the contractor to implement a drug and alcohol testing program that complies ,-,vith 49 CFR 653 and 654, but retains the ability to monitor the contractor's testing program; thus. the recipient has less control over its compliance with the drug and alcohol testing rules than it does under option 1. The advantage of this approach is that it places the responsibility for complying v..'ith the rules on the entity that is actually performing the safety-sensitive function, Moreover. it reserves to the recipient the power to ensure that the contractor complies \\lith the program. The disadvantage of Option 2 is that v\lithout adequate monitoring of the contractor's program, the recipient may rind itself out of compliance with the rules. Drug and Alcohol Testing The contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Parts 653 and 654, produce any documentation necessary to establish its compliance with Parts 653 and 654. and permit any authorjzed representative of the United Slates Department of T ransporlation or its operating administrations, the State Oversight Agency of (name of State). or the (insert name of grantee), to inspect the faciliHes and records associated v....ith the implementation of the drug and alcohol testing program as required under 49 CFR Parts 653 and 654 and review the testing process. The contractor agrees further to certify annually its 71< Agenda Iter.- No. 16812 September 15, 2009 compliance with Parts 653 and 654 before (insert date) and to submit the ManCg~fu~nif 89 Information System (MIS) reports before (insert date before March 15) to (insert tlUe and address of person responsible for receiving information), To certify compliance the contractor shall use the "Substance Abuse Certifications" in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which is published annually in the Federal Register. 32, ADA Access 49 U.S,C. 95301 Access for Individuals with Disabilities. The Recipient agrees to comply with 49 U,S.C. S 5301(d), which states the Federal policy that elderly individuals and individuals with disabilities have the same right as other individuals to use public transportation services and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement transportation accessibility rights for f~lderfy individuals and individuals wlth disabilities. The Recipient also agrees to comply with alf applicable provisions of section 504 of the Rehabilitation Act of 1973. as amended. with 29 U,S.C. ~ 794, which prohibits discrimination on the basis of disabifity; with the Americans with Disabilities Act of 1990 (ADA), as amended. 42 U.S.C. 99 12.101 at seq" which requires that accessible facilities and services be made available to individuals with disabilities; and with the Architectural Barriers Act of 1 968. as amended, 42 U.S.C. ~S 4151 at seq" which requires that buildings and public accommodations be accessible to individuals with disabHitles, and any subsequent amendments to these laws or other laws pertaining to access for individuals with disabilities to the extent applicable. 79 Collier County Government Transportation Services Division 2885 Horseshoe Drive South Naples, Florida 34104 Attachment 6 Subcontractor Payment Report DBE / Non-DBE Agenda Item ~-1o. 16812 September 15, 2009 Page 86 of 89 Collier County is required to rep.ort all DBEiMBE payments to the Federal Transit F,dmir.~stration. The Subcontractor Payment Report will document aU sutfuontractors that worked on the contract and the actual amounllhe prime c.:)ntraclor paid to each DBE and non-D8E subcontractor. Non-DEE subcontractor paym€nts are monitored to comply with EEO compliance thresholds which trigger required submittals of EEO documentation such as Certified Wage Statements and EEOiAA Policies. Failure to submit this form on a month!y basis will be re;)arded as an EEO defrciency, Prime Contractor For the Period of Work Completed Collier Contract # Collier Purchase Order # thru Amount Amount of Is Ihis PrevtDusly Amount Paid Re:ainage Date Final Subcontractor DBE Payment? Subcontractor's Name Federal 10 # Yes or No PaId This InvOice Held Paid Yes or No I I I - I I I I r t I I I I j I , , ;.~~~;"" " t;::~-j~:;;'i~",:~'~;&~;:=~i~,~~~:; ,;',;,;;:;"t;:~;;",:~:~ ;::;""", tq", m c" " ,""', ,,; 'C " '// ./ _~,_~~_"__ ,/ .I I'. AUg'ust _lL_ 2Q.Q9 , Da~ Slgna!ure I \., Robert T. BabbtH..1.._E.rE.si.ili.:IlL~ Print Name and Trtle so Attachment 7 Agenda Item No. 16B12 September 15. 2009 Page 87 of 89 ANTICIPATED DaE PARTICIPATlON STATEMENT FinanclaJ Projoc:l NL.lt1lber Conlmd Number: Fedeml Alrj Proj<ed NLITlber (If ePDllcable): Prime Contractor Namo~ Contrad Ooaar Amount: IS lhe prime col'ttrador a Flonda. Oepanment or Transportal/on Cet1ifHld OisaCIvartageCl 81J5irteSS Enlerpnse (DBE)? (yes ) (no , Exped:ed amount of oontmd: ~tfI'S to be subcontrmm:! to 0BE(s): $ I' Is our intent 10 SUbcontmcl su~rac:tors: % of the comma tJoIIars to OSE(s). Usted below Bf1l the proposed DeE oae: rs) Name Type ()t WCll'tlSI:>t'Cialty Dollar A'T1OuntJPlI'crn'.ane Sl.lbmltled by: TIlle E-maH Address: Teiephone Numoor: Dllte: Fex Number.: Nole; Tills lnfomwtlon is used 10 lra'* end Illpott 8OOciplde<l OBE pa11)dpoliOO mall.... and todetaJly funded FOOT contracts. The antiCipcltd OBE lItI10Unt wilt not become . pIIrt at the cantrac:tual tenn~ This form rmnt be 5tIbrnittftd .. the p~onstruction or pnHII'OrIl contal'll'nCe. OOT SId must forward thiS to the Equal Oppoe1unity otTice, 60S Suwannee Street, MS 65 Tallal\asne, FL 323~SO or fal( to (850) .U4-4I79. If YOtJ have any questions. please cortt!lcl ,he fOO at (85a) .1.....747, 1/24108 Hl Attachment 8 ,:'.,genda Item No. 16B 12 September 15, 2009 Page 88 of 39 DEClARATlON OF DEBARMENT The btdcier, in &CC:Ol'dallCe vmh Section XXIX 01 the prevailing Collier County Purchasing Policy, (known as .~Jh.1t and Suspension.) shaI. sign the appropriate dedaation l.6ld9r this exhibit. tl doing so, the lXJdersj~ hareby dedares that McDonald Transit Associates, Ine. Naete at ......... 1. They are a prospectiYe CiOlllb acb, wslCb. ~. or othelwise interested or a1fected pa1y as defit-.d LRtBr Section XXIX cI the Colfier County Purchasing Policy. 2. They are not nor have not been ~wad or suspended by any plbIic entity within the last five (5),.n w1he dele of ttd Slbnissioo. 3. Signabse of this ~atic:xl OOI.jf'~1 a msIIe.ri8I repmsentBtion of fad upon which rel'un::e was placed when this abnission W8S entered and evatuated Fs.rthef". stXlUd it ~ IerIIJy be date. II .it wed that the signatory knowingty Of' ~ renc:tend an entM II80US dedatation; the CoI.ny sI"d I"eS8l'Ve the ~ 10 reject the bid ol'fer BSSOCi8ted with this dedaration ~ SUBpeld'debai the bidde./siglatory. <4. They shalt provide trmleciate written notice to the per'S<Xl to whom this prnposat is 8tbniIled if at any time they -.n that its dedac'ation was erroneous when submitt.ed cr hAs become erroneous by reason of changed~ 5. Shoutd the J.II~ ~ be en1lf8d no, they shall not knowingty entfJf Into any ~ dli &Ct or suppiier agn.:.h&Clt with a person or entity who is debarmd. suspeI~ dedared idigible, or YOIu'mify excluded from partic::ipatiDl in this ~I*,'" t.nIess olheI wise 8l.dt1oclz:9d by the Collier COunty ~ SerW::es Oicectoc. The bid:jer 8haI sign U. ~ up! iaIi9 dedaration below and compfY WIth uny accompanying reqo.Jirements set fcx'th thec8in: [ {A) f hereby decIa-e that,~/firm ~,its p'.~ isn<!t ple3ent1y deban'ad, suspended, propos.ed IU ~ned.. d8damd i ~, C1( votuntanly excluded from part~ ;n ttia 'at ~ by any pdJ('ic agency. J.....I /" Ii. L- ~ ~ :->2 Agenda Item No, 16812 September 15, 2009 Page 89 of 89 Attachment 9 CERTlFJCA TION REGARDING LOBBYJNG (To be submitted with each bid or offer exceeding $1QO,000) The undersigned Robert T. Babbitt. President. McDonald Transit Associates. Inc. {Contractor) certifies. to the best of his or her knowledge and belief. that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned. to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress. an officer or employee of Congress. or an employee of a Member of Congress in connection with the awarding of any Federal contract. the making of any Federal grant, the making of any Federal loan. the entering into of any cooperative agreement, and the extension. continuation, renewal, amendment, or modification of any Federal contract, grant, loan. or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency. a Member of Congress. an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant. loan, or cooperative agreement, the undersigned shall complete and submit S!andard Form--LLL. "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying. ~ 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (p.L. "l04-65. to be codified at 2 U.S.C. 1601, at saq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants. and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transactron was made or entered into, Submission of this certification is a prerequisite for making or entering inlo this transaction imposed by 31, U.S C, 9 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such faHure. [Note: Pursuant to 31 U,S,C. ~ 1352(c)(1}-{2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, Robert T. Babbitt, President. McDonald Transit Associates. Inc. certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure. jf any. In addition, the~fe~r~c,t~tJ?d7't.ta~ds and a~rees that the provisions of 31 U.S.C. A 3:301, et seq.. apply toAfHS cert[ff..ca7110 /I.a Ci> disclosure. If any. ,'. 17 1/.'" ~. ~/ . . , . . l / v f. Signature of Contractor s Authonzed OffiCIal Robert T. Babbitt. President Name and Title of Contractor's Authorized Official 6.uoust 31. 2009 Date S3